Exhibit 4.11



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Reuters
Group PLC



Long
Term Incentive Plan Rules



Date approved at EGM : 16 December 1997
  Date adopted by Board of Directors : 12 December 1997
  Amended by the Remuneration Committee : 19 July 1999,
  5 December 2000 and 12 February 2001



Further amendments approved at EGM : 24 April 2001
  Further amendments approved at AGM: 22 April 2004





THIS DOCUMENT IS AVAILABLE FOR INSPECTION ONLY AND MAY
  NOT BE REMOVED FROM THE OFFICES OF
  REUTERS, 85 FLEET STREET, LONDON EC4P 4AJ
  OR, AS THE CASE MAY BE, THE OFFICES OF
  THE US DEPOSITARY, 60 WALL STREET, NEW YORK 10260





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Reuters Group PLC
Long Term Incentive Plan Rules

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Reuters Group PLCLong Term Incentive Plan Rules

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

| | Adoption Date      | 16 December 1997;                                                                                                                                                                                                    
| | -------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                      |                                                                                                                                                                                                                      
| | Announcement Date  | the date
    on which the Company announces its final results for a financial year;                                                                                                                                  
| |                      |                                                                                                                                                                                                                      
| | Associated Company | a
       company is to be treated as anothercompanys
       associated company if at that time one of the two has
       Control of the other, or both areunderthe
    Control of the same person or persons;       
| |                      |                                                                                                                                                                                                                      
| | Auditors           | the
       auditors for the time being of theCompany
    (acting as experts and not as arbitrators);                                                                                                                 
| |                      |                                                                                                                                                                                                                      
| | Award              | an award
    under the Plan which may consist of any or a combination of any of:                                                                                                                                     
| |                      |                                                                                                                                                                                                                      
| |                      | (a)                                                                                                                                                                                                                  
| |                      |                                                                                                                                                                                                                      
| |                      | (b)                                                                                                                                                                                                                  
| |                      |                                                                                                                                                                                                                      
| |                      | (c)                                                                                                                                                                                                                  
| |                      |                                                                                                                                                                                                                      
| |                      | and
         where the context requires the references to anAward
         shall be deemed to include references to any Dividend Equivalent Shares
    or right or contingent right thereto arising under such Award;

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Reuters
  Group PLCLong
  Term Incentive Plan Rules

| | Award
      Certificate         | the
      Award certificate in the form or forms agreed by the Plan Committee from
      time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Board                           | the
      board of Directors of the Company or a duly constituted committee thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Bonus
      Option              | an
      Option granted in conjunction with a Linked Bonus;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | the
      Company               | Reuters
      Group PLC or, save for Rules 1, 2, 3 and 8.3, such company as shall be at
      any time the Acquiring Company as defined in Rule 5.5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Compromise
      or Arrangement | a
         compromise or arrangement (including a reorganisation of the Companys
      share capital by the consolidation of shares of different classes or by
      the division of shares into shares of different classes or by both of those
      methods) between the Company and its members or creditors or any class
         of either which has been approved by
      not less than 75% in value of the creditors
      or members (based on the value of the interests as at the last record date)
      or such class of either who vote on such compromise or arrangement and
      which
      has been sanctioned by the Court;
| |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Control                         | in
      relation to a body corporate the power of a person which is a member of
      that Body Corporate (the Body Corporate) to secure:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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Reuters
  Group PLC Long
  Term Incentive Plan Rules

| |                                    | (b)                                                                                                                                                                                            | by virtue
      of its right to appoint or remove a majority of the board of directors of
      that Body Corporate; or                                                                                                                                                                                                             
| | ---------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                     
| |                                    | (c)                                                                                                                                                                                            | by virtue
      of any power conferred by the certificate of incorporation, articles of
      association, bye laws, membership agreement or other document regulating
      the Body Corporate or any other body corporate that the affairs of the Body
      Corporate are conducted in accordance with the wishes of that person;
| |                                    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                     
| | Date
      of Grant              | the
      date on which an Award is granted to an Eligible Employee or is treated
      as being granted pursuant to Rule 2.6;                                                                
| |                                    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                     
| | Deferral
      Notice            | A
      notice in the form or forms agreed by the Plan Committee from time to time;                                                                                                           
| |                                    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                     
| | Director                         | any
      person occupying the office of director of the Company, by whatever name
      called;                                                                                              
| |                                    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                     
| | Dividend
      Equivalent Shares | in
      respect of any Award which is subject to a Restricted Period and has Vested,
      such additional Shares to which a Participant may become entitled in accordance
      with Rule 4;
| |                                    |                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                     
| | Eligible
      Employee          | an
      employee (whether contracted to work full time or part time) of any Group
      Company including any Director other than a non executive Director;                                  

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Reuters
  Group PLC Long
  Term Incentive Plan Rules

| | Exercise
      Price       | the
      amount as determined by the Company which a Participant shall pay to acquire
      a Share on the exercise of an Option being, (subject to Rule 2.6 and Rule
      6):                                                                                          
| | ---------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                              |                                                                                                                                                                                                                                                                           
| |                              | (a)                                                                                                                                                                                                                                                                       
| |                              |                                                                                                                                                                                                                                                                           
| |                              | (b)                                                                                                                                                                                                                                                                       
| |                              |                                                                                                                                                                                                                                                                           
| | Form
      of Renunciation | the
      form of renunciation in the form agreed by the Plan Committee from time
      to time;                                                                                                                                                                          
| |                              |                                                                                                                                                                                                                                                                           
| | Group                      | the
      Company and its Subsidiaries and the phrase Group Company shall
      be construed accordingly;                                                                                                                                                               
| |                              |                                                                                                                                                                                                                                                                           
| |                              |                                                                                                                                                                                                                                                                           
| | Letter
      of Grant      | the
      letter or other communication (which may include electronic communication)
      in the form agreed by the Plan Committee from time to time;                                                                                                                    
| |                              |                                                                                                                                                                                                                                                                           
| | Linked
      Bonus         | the
      gross bonus payable to a Participant on the exercise of a Bonus Option being
      an amount equal to the Exercise Price multiplied by the number of Shares
      over which that Bonus Option is being exercised rounded down to the nearest
      whole pound;

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Reuters Group PLCLong
Term Incentive Plan Rules

| | Market
    Value   | on
    any day, the average closing middle market quotation
    of a Share as derived from the Daily Official
    List of the London Stock Exchange plc on the
    three dealing days which immediately precede that
    day;                                                                                                                                                                                                                 
| | -------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Measurement Period | (i)
       in respect of any Award granted prior to 1January 2004, the period beginning
    on 1 January in the year in which the Date of Grant of that Award falls and
    ending on 31 December in the calendar year preceding the third anniversary
    of such Date of Grant (the First Measurement Period), the fourth
    anniversary (the Second Measurement Period) or the fifth anniversary
    (the Final Measurement Period);
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                      | (ii) in
       respect of any Award granted on or after 1 January 2004, the period beginning
    on 1 January in the year in which the Date of Grant of that Award falls and
    ending on 31 December in the calendar year preceding the third anniversary
    of such Date of Grant;                                                                                                                                                        
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Model Code         | the Model
       Code for transactions in securities by Directors issued from time to time
    by the UK Listing Authority and/or any code of practice adopted by the Board
    in addition to or replacement of such publication;                                                                                                                                                                                                            
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | New Award          | an
       award over shares in the Acquiring Company (as defined in Rule 5.5 ) granted
    in consideration                                                                                                                                                                                                                                                                                                                                   
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               

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Reuters Group PLCLong Term Incentive Plan Rules

| |                      | of the release
    of a Subsisting Award and which shall satisfy the following conditions:                                                                                                                                                                      
| | -------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                      |                                                                                                                                                                                                                                                                 
| |                      | (a)                                                                                                                                                                                                                                                             
| |                      |                                                                                                                                                                                                                                                                 
| |                      | (b)                                                                                                                                                                                                                                                             
| |                      |                                                                                                                                                                                                                                                                 
| | NI Election        | an election
       made in respect of an Option jointly by a Participant and a relevant Group
    Company for the purposes of Paragraph 3(B)(1) of Schedule 1 to the Social
    Security Contributions and Benefits Act 1992;                                   
| |                      |                                                                                                                                                                                                                                                                 
| | Notice of Exercise | the notice
       of exercise in the form agreed by the Board or the Plan Committee from
    time to time;                                                                                                                                                      
| |                      |                                                                                                                                                                                                                                                                 
| | Option             | an Award
       made in the form of a right to acquire Shares granted or to be granted
    pursuant to Rules 2.1 or 2.6 and the term Option shall be construed
    to mean either a Bonus Option or a Standard Option or
    both as the context requires;

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Reuters
Group PLCLong
Term Incentive Plan Rules

| | Participant               | an Eligible
        Employee who has been granted and remains entitled to a Subsisting Award
        or (where the context admits) his legal personal representative(s) or
    transferee;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Performance
    Condition | the condition
        imposed by the Plan Committee whereby an Award is granted on terms that
        it shall not Vest until and to the extent that such conditions have been
    satisfied, (such Performance Condition being
    specified in the Schedule hereto and in respect
    of any Award made after 24 April 2001 but before
    1 January 2004 being as specified in the Part
    1 of such Schedule hereto, in respect of any Award
    made before 25 April 2001 being as specified
    in Part 2 of such Schedule and in respect of
    any Award made on or after 1 January 2004 being
    specified in Part 3 of such Schedule);
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Plan                      | this
      Plan constituted and governed by the Rules with
      and subject to any amendments thereto properly
    effected;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Plan
      Committee      | the
      Board or a duly authorised committee appointed
      by the Board to oversee the operation of this
      Plan, provided that in the case of Awards granted
      or to be granted to executive Directors, and in
      relation to any discretions under these Rules which
      may be exercised by the Plan Committee in relation
      to Awards granted to or held by executive Directors,
      this committee shall be the Remuneration
    Committee;                                                                                                                                                                            
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Release
      Date        | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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Reuters
  Group PLCLong
  Term Incentive Plan Rules

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | to a Restricted
      Period, the date on which the Restricted Period ends; and 
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                 
| |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | in the case
      of all other Awards the Release Date shall be the Vesting Date
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                 
| |  | and
         the expression Release and Released shall have
         a  corresponding meaning, provided that if the Release Date of any Award
         would
      otherwise fall within a close period or a period when a Participant is
         prohibited  by the Model Code, statute order or regulation (whether
         of the United Kingdom
      or any other country) from dealing in Shares or rights over or interests
          in Shares, the Release Date shall be the day following the end of such
         close
      or other period;

| |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| | ------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Remuneration
      Committee | the
      Board or a duly constituted committee of the Board delegated with the authority
      to consider the remuneration of Directors and senior employees of the Group;                                                                                                                                                                                                                                                                                                                                                       
| |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| | Restricted
      Period      | for
      all Awards made prior to 1 January 2004 to Eligible Employees who at their
      Dates of Grant were Directors and for other Awards (if any) which are granted
      subject to a Restricted Period the period beginning on 1 January in the
      calendar year in which Vesting takes place and ending on the Announcement
      Date falling two years or thereabouts (one year in the case of Vesting which
      has been deferred twice in accordance with Rule 3.3) after the date of Vesting
      of that Award;

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Reuters
  Group PLCLong
  Term Incentive Plan Rules

| | Rules                 | the
        rules of this Plan as amended from time to time and “Rule shall be
      construed accordingly;
| | ----------------------- | ------------------------------------------------------------------------------------------------------------
| |                         |                                                                                                             
| | "Share"                 | an
      Ordinary Share in the capital of the Company which is, was or will be fully
      paid on issue;   
| |                         |                                                                                                             
| | Share
      Award     | an
      Award made in the form of a contingent right to receive Shares;                                    
| |                         |                                                                                                             
| | Standard
      Option | an
      Option other than a Bonus Option;                                                                  
| |                         |                                                                                                             

| | "Subsidiary"             | a
      company which is under the Control of another company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Subsisting
      Award" | an
      Award of Shares or an Award of Options which has been granted and which
      has not been surrendered, renounced, or (in the case of a Share Award) Vested
      and Released, or (in the case of Options) Released and exercised in full
      nor otherwise lapsed;                                                                                                                                                                                                                                                                                                                                              
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Tax
      Liability    | in
      relation to a Participant the amount of all taxes and/or social security
      contributions and/or social taxes and/or national insurance contributions
      (including any national insurance contributions due from a Participant as
      a result of an NI Election in respect of an Option) or any other contribution
      or impost which any Group Company or the Trustee is required to withhold
      and account for on behalf of that Participant in respect of his Awards (including
      any such liabilities in respect of a Linked Bonus and/or Dividend Equivalent
      Shares) under the Plan;

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Reuters
  Group PLCLong
  Term Incentive Plan Rules

| | Trust   | any
      employee share ownership trust which has been or may be established from
      time to time by the Company or any other Group Company to operate in conjunction
      with this Plan and which may include the trusts known as the Reuters ESOT
      No.I and Reuters ESOT No.II;
| | --------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |           |                                                                                                                                                                                                                                                                                             
| | Trustee | the
      trustee or trustees for the time being of the Trust;                                                                                                                                                                                                                              
| |           |                                                                                                                                                                                                                                                                                             

| | UK
      Listing Authority | the
      Financial Services Authority acting in its capacity as the competent authority
      for the purposes of Part IV of the Financial Services Act 1986 and in the
      exercise of its functions in respect of admission to the Official List.                                                                                                                        
| | ---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                              |                                                                                                                                                                                                                                                                                                                                                                               
| | Vesting                    | the
      Performance Condition attributable to an Award having been satisfied in
      whole or, subject to Rule 3, in part and the expression Vest and Vested
      shall have a corresponding meaning, provided that in the case of an Award
      granted subject to a Restricted Period the Award shall not be Released until
      the end of that Restricted Period;
| |                              |                                                                                                                                                                                                                                                                                                                                                                               

|1.2  | In
      these Rules, except insofar as the context otherwise requires:                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                             
|(i)  | words
      denoting the singular shall include the plural and vice versa;                                                                                  
|     |                                                                                                                                                             
|(ii) | words
      importing a gender shall include every gender and references to a person
      shall include bodies corporate and unincorporated and vice versa;

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Reuters
  Group PLCLong Term Incentive Plan Rules

|(iii) | reference
      to any enactment shall be construed as a reference to that enactment as
      from time to time amended, modified, extended or re-enacted and shall include
      any orders, regulations, instruments or other sub-ordinate legislation made
      under thelevant enactment; and
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                   
|(iv)  | headings
      and captions are provided for reference only and shall not be considered
      as part of the Plan.                                                                                                                                                                                

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Reuters Group PLCLong
Term Incentive Plan Rule

|2     | Grant of Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.1   | The Plan
       Committee may, after consultation with the Chief Executive in its absolute
       discretion select any number of individuals who shall at the intended
       Date of Grant
    be Eligible Employees and recommend to the Trustee the grant of Awards to
    them.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.2   | Awards may
       be granted at any time when it is permitted to do so in accordance with
       the Model Code. Awards shall not be granted later than the tenth anniversary
    of the Adoption Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.3.1 | Awards shall
       be granted by the relevant Trustee in its discretion having considered
       the recommendations made by the Plan Committee and shall be subject to
    the satisfaction of the Performance Condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.3.2 | The Performance
       Condition to apply in respect of Awards made up to and including calendar
       year 2001 shall be as specified in the first and second parts of the Schedule
    to these Rules and shall not be capable of amendment or waiver unless events
    happen which cause the Plan Committee to consider that the relevant Performance
    Condition has ceased to be appropriate whereupon the Plan Committee may at
    any time amend, relax or waive the Performance Condition provided that in
    the reasonable opinion of the Plan Committee the varied Performance Condition
    is materially no more easy or difficult to satisfy than when originally imposed
    or last amended as the case may be.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.3.3 | The Plan
       Committee may vary the Performance Conditions to apply in respect of Awards
       to be made in calendar years falling after 2001 PROVIDED THAT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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Reuters Group PLCLong
Term Incentive Plan Rules

|2.3.4 | Awards made
       to Eligible Employees who are Directors at the Date of Grant shall be
       made by Reuters ESOT No.II or any successor Trust under which Directors
    are beneficiaries. Awards made to non Directors may be made by any Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.2.5 | For the
       avoidance of doubt Awards made prior to 25 April 2001 shall be subject
       to the Performance Condition specified in the second part of the Schedule
    hereto (being the Performance Conditions specified in the Rules as adopted
    in December 1997).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.4   | An Option
       may be granted subject to a condition that the Participant enter into
    an NI Election.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.5   | Any Award
       may be renounced in whole or in part by the Participant by completing
       and returning the appropriate Form of Renunciation together with the Award
    Certificate to the Company or at its direction within 90 days of the Date
    of Grant or such other period as may be specified by the Plan Committee at
    the Date of Grant in which case the Award shall for all purposes be taken
    never to have been granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.6   | Where the
       circumstances noted in Rule 5.5 apply, New Awards may be granted in consideration
    for the release of Subsisting Awards granted under the Plan. Such New Awards
       are deemed to be equivalent to the old Awards and to have been granted
    within the terms of this Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.7   | Subject
       to the proviso to this Rule 2.7 no Award may be transferred, assigned
       or charged and any purported transfer, assignment or charge shall be void
    ab initio. Each Award Certificate shall carry a statement to this effect.
    For the avoidance of doubt, this Rule 2.7 shall not prevent the Award of
       a deceased Participant being Released to or exercised by (as the case
       may be) his personal representative(s) within the terms of these Rules.
       Provided that the Trustee and the Plan Committee may agree that a particular
       Award
       is capable of being transferred and, in giving any such agreement, the
       Trustees and the Plan Committee may also specify the person or category
       of persons to whom the Participant may transfer the Award and the terms
       on which it is capable of being transferred, including terms to ensure
       that any transferee of the Award agrees to be bound by the terms of these
       Rules and terms to prohibit any further transfer by that transferee of
       the Awards in question.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.8   | Awards shall
       be granted by the relevant Trustee to Eligible Employees by deed. A Letter
       of Grant and an Award Certificate evidencing the grant shall be despatched
    as soon as                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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Reuters Group PLCLong Term Incentive Plan Rules

|     | practicable
       after the Date of Grant to each Participant. The Award Certificate and
       the Letter of Grant shall specify the Date of Grant, the number of Shares
    subject to the Award, the Performance Condition, whether the Award is subject
    to a Restricted Period and whether (in the case of an Option) the Award is
    of a Bonus Option or a Standard Option and, in the case of the former, the
    Exercise Price.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.9  | All Awards
       made prior to 1 January 2004 to Eligible Employees who are Directors at
       the Date of Grant shall be subject to a Restricted Period. Other Awards
    may, in the discretion of the Plan Committee, be made subject to a Restricted
    Period.                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.10 | Awards may
    be granted by the Trustee only with the prior approval of the Plan Committee.                                                                                                                                                                                                                                                                                                                                                  

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Reuters Group PLCLong Term Incentive Plan Rules

|3   | Vesting and Deferral of Vesting  Awards granted prior to 1 January 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.1 | An Award
       granted prior to 1 January 2004 shall Vest in accordance with and to the
       extent permitted under the Performance Condition over the applicable Measurement
       Period. The Plan Committee will as soon as practicable after the end of
       each relevant Measurement Period send to Participants details of the extent
       to which (if at all) Awards would, subject to Rule 3.2 and/or Rule 3.3,
       Vest.                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.2 | If an Award
       granted prior to 1 January 2004 does not Vest or Vest in full by reference
    to the First Measurement Period the Trustee, after consultation with the
    Plan Committee, may resolve to permit the deferral of Vesting. Where deferral
    is permitted the Participant may, within 30 days of receiving notification
    of the extent to which the Award would otherwise have Vested, elect to defer
    Vesting by signing and returning a Deferral Notice to the Trustees in which
    case no Vesting shall take place or be deemed to take place as at the end
       of the First Measurement Period and the Performance Condition shall then
    be applied over the whole of the Second Measurement Period.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.3 | If an Award
    granted prior to 1 January 2004 would not Vest or Vest in full by reference
       to the Second Measurement Period then, subject to the same consent as
    required under Rule 3.2 above, a Participant may make a further election
    to defer Vesting on similar terms to those contained in Rule 3.2 and the
    Performance Condition shall then be applied over the whole of the Final Measurement
    Period.                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.4 | No deferral
       of the Vesting of an Award granted prior to 1 January 2004 is permitted
       in respect of a period after the Final Measurement Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.5 | No fraction
       of a Share shall be included in any Award whenever granted which has Vested
       and any fraction of a share which, but for this Rule 3.5, would be included
       in any Vested Award shall be excluded from the relevant Award. In the
    event that the amount of any Linked Bonus is not a whole number of pounds
    sterling it shall be rounded down to the nearest whole pound.                                                                                                                                                                                                                                                                                                                            

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Reuters Group PLC
Long Term Incentive Plan Rules

|3A   | Vesting and Deferral of Vesting  Awards granted on or after 1 January 2004                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                          
|3.1A | An Award
       granted on or after 1 January 2004 shall Vest in accordance with and to
       the extent permitted under the Performance Condition over the Measurement
       Period. The Plan Committee will as soon as practicable after the end of
       the Measurement Period send to Participants details of the extent to which
       (if at all) Awards Vest.

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Reuters Group PLC
Long Term Incentive Plan Rules

|4     | Exercise
         of Options, Transfer of Share Awards and Dividend Equivalent Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1   | Subject to each of the succeeding sections of this Rule 4, Rule 5 and Rule 7 below                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.1 | a Subsisting
       Option to the extent Vested may be exercised in whole or in part by the
       Participant or, if deceased, by his personal representatives on or after
       its Release Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.2 | the Shares
       subject to a Subsisting Share Award to the extent Vested shall be transferred
       following the Release Date to the Participant in accordance with Rule
       7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2   | A Subsisting
       Award (whether a Share Award or an Option) which has not yet Vested shall
       lapse on the Participant ceasing to be a Director or employee of any Group
       Company, (so as to hold no office or employment with any Group Company)
       for any reason unless the Plan Committee shall, prior to such cessation
       or within six months thereafter, otherwise determine. In making such determination
       the Plan Committee shall with the consent of the Trustee specify whether
       the whole or part of such Award shall Vest, provided that no such determination
       shall be made in the event of such cessation being as a result of dismissal
       for cause.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2.1 | In the case
       of cessation due to death, if and to the extent that the Plan Committee
       has exercised its discretion to permit Vesting in whole or in part, the
       Award of the deceased Participant shall, to the extent Vested, be Released
       forthwith, whether or not that Award was originally subject to a Restricted
       Period.                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2.2 | In the case
       of cessations otherwise than on death, if the Plan Committee has exercised
       its discretion to permit Vesting in whole or in part, the Vested part
       of the Award shall not be Released until the end of the Restricted Period(if
       any).                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3   | An Award
       which has not Vested in accordance with its normal Vesting requirements
       or Rule 4.2 above or such part thereof as shall not have so Vested shall
       lapse on the earliest of the following dates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3.1 | the surrender of the Award by the Award Holder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3.2 | the date
       falling six months after the Participant ceases for any reason to be a
       Director or employee of any Group Company (so as to hold no office or
       employment with any Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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Reuters Group PLCLong Term Incentive Plan Rules

|      | Company)
       unless the Plan Committee has exercised its discretion under Rule 4.2
    above, provided                                                                                                                                                          
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                    
|      | (a)                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                    
|      | (b)                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                    
|4.3.3 | the date of lapse determined in accordance with Rule 5.                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                    
|4.4   | A
       Vested Subsisting Award or such part thereof as shall have Vested (including
       an accelerated Vesting under Rule 4.2) shall lapse on the earliest of
       the following:                                                                           
|      |                                                                                                                                                                                                                                                                    
|4.4.1 | the surrender of that Award by the Participant;                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                    
|4.4.2 | in
       the case of an Option, the seventh anniversary of the Date of Grant or
    such earlier date specified at the Date of Grant;                                                                                                                             
|      |                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                    
|4.4.3 | in
       the case of an Option, the first anniversary of the Participants
    death or at the end of the six month period beginning on the later of:                                                                                                             
|      |                                                                                                                                                                                                                                                                    
|      | (a)                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                    
|      | (b)                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                    
|      | PROVIDED
       that if the lapse date so determined would be a date later than the seventh
    anniversary of its Date of Grant, lapse shall occur on such seventh anniversary;                                                                                   
|      |                                                                                                                                                                                                                                                                    
|4.4.4 | on
       the date whether before or after the Release Date that a Participant ceases
       to be a Director and/or employee of any Group Company (so as to hold no
    office or employment with any Group Company) as a result of being dismissed
    for cause.

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Reuters Group PLCLong Term Incentive Plan Rules

|      |                                                                                                                                                                                                                                                                                                                                                                                  | For the
       purposes of this Plan a statement by the Plan Committee that a Participant
       has been dismissed for cause (including dishonesty or gross misconduct)
       shall
    be conclusive; and                                                                                                                                                                                                                                              
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.4.5 | the date of lapse determined in accordance with Rule 5.                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.5   | In
       the event of the lapse of an Award in whole or in part any entitlement
       or contingent entitlement to related Dividend Equivalent Shares in respect
    thereof or the lapsed part thereof shall likewise lapse.                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.6   | Rules
       4.7 to Rule 4.8 relating to Dividend Equivalent Shares apply to any Award
    made after 24 April 2001 which is subject to a Restricted Period.                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.7   | Following
       the Release of any Share Award or the exercise of any Option (as the case
       may be) a Participant shall become entitled on transfer or exercise respectively
    to receive, for no further consideration, a transfer of Dividend Equivalent
    Shares, the number of such Dividend Equivalent Shares being calculated in
    accordance with Rule 4.8.1.
|      |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.8   | For
       the purposes of this Rule 4.8 the expression the Relevant Shares means
       on any occasion of transfer or exercise (as the case may be) the number
    of Shares which are to be transferred or over which the Participant has validly
    exercised his Option on that occasion.                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.8.1 | The
       Dividend Equivalent Shares due to a Participant in respect of an Award
    shall be computed:                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | (a)                                                                                                                                                                                                                                                                                                                                                                              | by calculating,
    in respect of each occasion on which the Company paid a dividend in the period
    (the Dividend Equivalent Period) between 1 January in the calendar
    year in which the Vesting of the Award took place and the Release Date, the
    amount of gross dividend which would have been received by the Participant
    had he been a shareholder in respect of the Relevant Shares on each such
    relevant dividend record date;
|      |                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | (b)                                                                                                                                                                                                                                                                                                                                                                              | converting
    the amount calculated under 4.8.1(a) above in respect of each dividend payment
    into a notional number of Shares by dividing that amount by the Market Value
    of a Share as at the relevant dividend payment date (rounding down to the
    nearest whole number of Shares); and                                                                                                                                                     

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Reuters Group PLCLong Term Incentive Plan Rules

|      | (c)                                                                                                                                                                                                                                | adding together
      the notional number of Shares derived under 4.8.1(b) in respect of each
      dividend payment date falling during the Dividend Equivalent Period, the
      sum thereof being the number of Dividend Equivalent Shares to which the
      Participant is entitled on that occasion of transfer or exercise.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                   
|4.8.2 | AnyDividend
      Equivalent Shares to be transferred to a Participant shall (subject to Rule
      7.6) be transferred together with the Relevant Shares.                                                                        
|      |                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                   
|4.8.3 | For
      the avoidance of any doubt an entitlement to a transfer of Dividend Equivalent
      Shares in respect of an Award which is an Option will only arise in respect
      of the Shares over which such Award is exercised.

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Reuters
  Group PLCLong
  Term Incentive Plan Rules

|5     | Trade
      sales, Reconstructions, Liquidations and Option Exchanges                                                                                                                                                                                    
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                          
|5.1   | If
      any person obtains Control of the Company as a result of making:                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                          
|      | then,
      subject to Rule 5.5, the Plan Committee shall notify all Participants as
      soon as is practicable of the offer in accordance with Rule 8.5. and                                                                                          
|      |                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                          
|5.1.1 | all
      Subsisting Options which have Vested (whether they are subject to a RestrictedPeriod
      or not) may be exercised from 21 days after the date of the receipt of thatnotification
      up to the expiry of a period ending on the earlier of:
|      |                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                          
|      | To
      the extent that any Subsisting Option is unexercised or has not been exchanged
      for a New Option in accordance with Rule 5.6 at the end of such period,
      it shall thereupon lapse; and                                                
|      |                                                                                                                                                                                                                                                          
|5.1.2 | all
      Shares subject to Subsisting Share Awards which have Vested (whether they
      remain subject to a Restricted Period or not) shall be transferred to the
      Participants.                                                                  
|      |                                                                                                                                                                                                                                                          
|5.2   | If
      a Compromise or Arrangement in relation to the Company takes place then,
      subject to Rule 5.5:                                                                                                                                             

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Reuters
  Group PLCLong
  Term Incentive Plan Rules

|5.2.1 | all Subsisting
      Options which have Vested (whether they are subject to a Restricted Periodor
      not) may be exercised from 21 days after the date of Court sanction up to
      the expiry ofa
      period of six months after that date. To the extent that any Subsisting
      Option remainsunexercised
      or has not been exchanged for a New Option in accordance with Rule 5.4 atthe
      end of such period it shall thereupon lapse;                                                                                                                                                                                                       
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.2.2 | all Shares
      subject to Subsisting Share Awards which have Vested (whether they are subject
      to a Restricted Period or not) shall be transferred to the Participants
      forthwith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.3   | All Subsisting
      Awards (Options and Share Awards) which have not Vested at the date ofan
      event specified in Rules 5.1 or 5.2 (the Relevant Event being
      the date of the offer orthe
      date the Court sanctions the Compromise or Arrangement), or notice under
      Rule 5.8shall,
      subject to Rule 5.5, lapse and be forfeited unless the Plan Committee with
      theconsent
      of the Trustee otherwise determines (taking account of the length of the
      periodsince
      the Date of Grant and the performance of the Company over that period).
      In theevent
      of such determination and subject to Rule 5.5:
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.3.1 | Options
      may be exercised (whether or not they were otherwise subject to a RestrictedPeriod)
      during any period following the particular Relevant Event or Rule 5.8 notice
      inwhich
      an Option which had Vested prior to the Relevant Event or Rule 8.8 notice
      couldhave
      been exercised and at the end of that period the Option shall lapse; and/or                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.3.2 | a Share
      Award which has been the subject of a determination in accordance with thisRule
      5.3 shall be transferred to the relevant Participant forthwith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.4   | If any person
      becomes bound or entitled to acquire Shares in the Company under sections428
      to 430 of the Companies Act 1985 and serves notice of his intention to exercise
      suchrights,
      then all Subsisting Awards (Options and Share Awards) whether Vested or
      notshall
      thereupon lapse and be forfeited as from the date of such notice.                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.5   | Notwithstanding
      Rules 5.1 and 5.2 if, following the date of a Relevant Event, the PlanCommittee
      procures that all Subsisting Awards (including any Subsisting Awards whichhave
      not Vested at the date of that Relevant Event) can be exchanged pursuant
      to Rule5.6,
      the Plan Committee may, in its discretion, determine by written resolution
      that:                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.5.1 | Subsisting
      Options do not become exercisable and Shares subject to Subsisting Share
      Awards do not become transferable as a result of the Relevant Event and
      any Subsisting                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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Reuters
  Group PLC Long
  Term Incentive Plan Rules

|      | Option which
      is already exercisable ceases to be exercisable as from the Relevant Event;and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.5.2 | that all
      Subsisting Awards shall be released in consideration of the Grant of a New
      Awardin
      accordance with Rules 5.6 and 5.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | Provided
      that if the company which is the Acquiring Company in respect of the RelevantEvent
      fails to grant or to make a binding contractual commitment to grant the
      NewAwards
      pursuant to Rule 5.6 within 40 days after the Relevant Event such resolution
      ofthe
      Plan Committee will cease to be effective and all Vested Subsisting Options
      will beexercisable
      and Shares subject to Subsisting Vested Share Awards shall be transferredpursuant
      to Rule 5.1 or 5.2 (as the case may be) and Rule 5.3 shall apply as if such
      Rule5.5
      determination had not been made.                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.6   | If, as a
      result of the events specified in Rules 5.1 or 5.2 the Plan Committee has
      requiredthe
      release of a Subsisting Award in consideration of the grant of a New Award
      or acompany
      has obtained Control of the Company, the Participant may, and in the case
      of aPlan
      Committee resolution under Rule 5.5 shall, if that other company (the
      AcquiringCompany)
      so agrees, release any Subsisting Award (including any Subsisting Awardswhich
      are the subject of a Rule 5.3 determination) he holds in consideration of
      the grantof
      a New Award by the Acquiring Company, and the following shall apply:                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.6.1 | a New Award
      shall be evidenced by an Award Certificate which shall import the relevant
      provisions of these Rules;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.6.2 | a New Award
      shall, for all other purposes of this Plan, be treated as having been acquired
      at the same time as the corresponding released Award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.7   | For the
      purpose of any application of the provisions of this Plan following a release
      of aSubsisting
      Award and the grant of a New Award all the Rules of this Plan shall applymutatis
      mutandis to such New Award subject only to such amendments as the PlanCommittee
      shall consider are necessary or appropriate to reflect the change in identity
      ofthe
      company over whose shares the New Award subsists and similar consequentialchanges.
      For the avoidance of doubt, following a determination under Rule 5.5, aParticipants
      Award shall have the same Vested or unVested status immediatelyfollowing
      the release and new grant as the corresponding Awards released by thatParticipant,
      any Restricted Period to which the Award was subject will continue to apply

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Reuters
  Group PLCLong
  Term Incentive Plan Rules

|      | and any
      determination made by the Plan Committee to accelerate and/or to permitexercise
      or Release under Rules 5.1 to 5.3 shall be deemed not to have been made.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.8   | If notice
      is duly given of a general meeting at which a resolution will be proposed
      for thevoluntary winding-up of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.8.1 | all Subsisting
      Options which have Vested (whether they are subject to a Restricted Periodor
      not) may be exercised in whole or in part at the date the resolution is
      passed (but sothat an exercise hereunder shall be conditional upon such resolution being
      passed) and atany
      time thereafter until the resolution is duly passed or defeated or the general
      meeting isconcluded
      or adjourned, whichever shall first occur. Immediately after any suchresolution
      is passed any Subsisting Options shall, to the extent that they are unexercised,thereupon
      lapse; and
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.8.2 | all Shares
      subject to a Subsisting Share Award which have Vested (whether they aresubject
      to a Restricted Period or not) shall be transferred to the Participant upon
      suchresolution
      being passed.                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.9   | For the
         purpose of this Rule 5 other than Rule 5.6 a person shall be deemed
        to haveobtained Control of a company if he and others acting in concert with him
       have togetherobtained
        Control of it.                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.10  | The exercise
      of an Option or the transfer of Shares subject to a Share Award pursuant
      to the preceding provisions of this Rule 5 shall be subject to the provisions
      of Rule 7 below.                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.11  | A New Award
      shall not be exercisable or transferable by virtue of the event on which
      itwas granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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Reuters
  Group PLC Long
  Term Incentive Plan Rules

|6   | Variation
      of Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.1 | In the event
      of any variation of the share capital of the Company, including, butwithout prejudice to the generality of the preceding words, any demerger
      (whetherqualifying or not), capitalisation or rights issue or any consolidation,
      sub-divisionor reduction of capital the number of Shares subject to any Subsisting Award
      andin
      the case of a Bonus Option the Exercise Price may be adjusted (includingretrospective adjustments) by the Plan Committee with the consent of the
      Trustee.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.2 | Such adjustment
      shall be deemed to be effective, from the record date at which therespective
      variation applied to other shares of the same class as the Shares. AnyOptions exercised or Shares under a Share Award transferred within that
      periodshall
      be treated as exercised with the benefit of the variation.                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.3 | The Plan
      Committee shall take such steps as it considers necessary to notifyParticipants of any adjustment made under Rule 6.1 and to call in,cancel,
      endorse,issue
      or reissue any Award Certificate consequent upon such adjustment.                                                                                                                                                                                                                                                                                

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Reuters
  Group PLC Long Term Incentive
  Plan Rules

|7     | Manner
      of Exercise of Options and transfer of shares subject to ShareAwards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.1.1 | An Option
      shall be exercised in whole or in part (provided that no partial exercise
      ispermitted in respect of less than 100 shares) by the Participant or, as
      the case may be, hispersonal representatives giving notice in writing to the Company or its
      agent by theNotice of Exercise accompanied by the appropriate payment and the relevant
      Certificateand shall be effective on the date of the receipt of the appropriate payment
      and paperworkby
      the Company or its agent.                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.1.2 | On the
        exercise  of a Bonus Option, an amount (in cash or specie) equivalent
        to thenumber of Shares in respect of which the Bonus Option is then exercised
       multiplied bythe Exercise Price shall be immediately payable (subject to all deductions
       in respect ofthe
        Tax Liability attributable to the Linked Bonus) by the Trustee to the
       Participant.                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.1.3 | A Participant
      rather than receiving actual payment of a Linked Bonus, may elect andauthorise the Trustee to apply the net amount of the same as part payment
      of theaggregate Exercise Price in respect of the Option to which it is linked.
      If such an electionis
      made an Option will be deemed to have been duly exercised for the purposes
      of Rule7.1.1
      on receipt of such election together with a cheque or bankers draft
      or other methodof payment acceptable to the Trustee for the balance of the aggregate Exercise
      Pricerequired in respect of the number of  Shares over which that Option
      is then beingexercised.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.1.4 | For the
         avoidance of doubt, in the case of a Bonus Option a Linked Bonus will
        onlybecome
         payable if and to the extent that the Bonus Option is exercised and
        then
      only tothat
       extent. In no circumstances will a Linked Bonus or any part thereof become

      payablewithout an exercise of the Bonus Option or similar part thereof.                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.2   | Subject
      to Rule 7.6 where an Option is exercised the Shares subject thereto together
      withany related Dividend Equivalent Shares shall be transferred or allotted
      and issued fullypaid to or as directed by the Participant within 30 days of the date of
      exercise (or, if suchtransfer
      or allotment in such period would be prohibited by the Model Code, at theearliest practicable time after such prohibition is lifted) and the Trustee
      shall arrange forthe
      delivery of a definitive share certificate or other evidence of title in
      respect thereof.                                                                         

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Reuters
        Group PLCLong
Term Incentive Plan Rules

|7.3   | Subject
       to Rule 7.6 on the Release of a Share Award to a Participant the number
       of Shares subject thereto which have Vested together with any related
       Dividend Equivalent Shares shall be transferred or allotted and issued
       fully paid to or as directed by the Participant within 30 days of the
       Release Date (or, if such transfer or allotment in such period would be
       prohibited by the Model Code at the earliest practicable time after such
       prohibition is lifted) and the Trustee shall arrange for the delivery
       of a definitive
       share certificate or other evidence of title in respect thereof.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.4   | Save for
       any rights determined by reference to a record date preceding the date
       of allotment or transfer, such Shares shall rank pari passu with the other
    shares of the same class as Shares then in issue.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.5   | The Company
       shall apply for Shares in respect of an Award which has been Released
       or as the case may be Released and exercised to be admitted to listing,
       if they are not
    so admitted already.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.6   | If, in respect
       of any Participant any Group Company or third party shall be required
       by the law of any jurisdiction to deduct or withhold any Tax Liability,
       then in any
    such case as specified by the Participant either:                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.6.1 | the Participant
       shall grant to the Company the irrevocable authority, as agent of the
       Participant and on his behalf, to sell and/or retain and sell subsequently
       and/or
    procure the sale
       of such number of Shares subject to the Award as is sufficient to realise
       net proceeds sufficient to enable the relevant Group Company or third
    party (as the case may be) to account for the Tax Liability and, the Shares
    issued or transferred to the Participant in respect of the Award shall be
    reduced by the number of such Shares as have been sold or retained as mentioned
    above; or                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.6.2 | the Participant
       shall pay to the Company or at its direction in pounds sterling or in
       such other currency as may be required by the Company, (whether by cheque
    or by bankers draft) the amount necessary to satisfy the Tax Liability.                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.7   | For the avoidance of doubt:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.7.1 | where in
       relation to Rule 7.6 the Participant opts in accordance with Rule 7.6.1
       the Company shall account to the relevant Group Company or third party
    (as the case may be) with the net proceeds of sale of the Shares in order
    to enable the Tax Liability to be                                                                                                                                                                                                                                                                                                                                                                                

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Reuters
        Group PLCLong
Term Incentive Plan Rules

|      | settled
       and if, following such sale, there shall be any balance of the proceeds
       of sale not so required, such balance shall be paid by the Company or
       at its direction to the Participant for his own use and benefit absolutely;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.7.2 | if
       the Participant fails to specify either Rule 7.6.1 or Rule 7.6.2 or, if
       having specified Rule 7.6.2 he fails to make the required payment within
       15 days of the date
       on which the Tax Liability arose, he shall be deemed for all purposes
       to have given an
    irrevocable authority within Rule 7.6.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.8   | A
       Participant may elect at the time of Release (in the case of a Share Award)
       or exercise (in
       the case of an Option) to receive American Depository Shares (ADS)
       instead of Shares. If a Participant makes such an election he will be
       required prior to or within such period after the conversion of shares
       into ADS as shall be specified by the Company to account to the Trustee
       for any Stamp Duty Reserve Tax payable in respect of the Shares to which
       the election applies and shall be deemed to have authorised his employing
       company to deduct from his net after tax compensation each month an amount
       (up to the whole of such net compensation) to enable such liability to
       be reimbursed to the Trustee. Upon satisfaction of the Stamp Duty Reserve
       Tax or other amounts payable in respect of any other Tax Liability by
       the Participant, the Trustee shall arrange for the deposit of the number
       of Shares in respect of which the election has been made with the Depositary
       and will arrange for the delivery of an American Depositary Receipt (ADR)
       in respect of such ADSs which the Participant has elected to receive provided
       that if the number of Shares over which a valid election to receive ADSs
       is made is not an integral multiple of six (or such other number of Shares
       as are comprised in an ADS from time to time) any excess Shares shall
       be kept by the Trustee for the benefit of the Trust.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.9   | In
       any case where a Participant exercises an Option in part, the Participant
       will be sent a new
       Award Certificate showing the balance of the Option (including where applicable,
       the balance of any Linked Bonus and the balance of any related Dividend
       Equivalent
       Shares) which remains unexercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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Reuters
          Group PLC 
Long Term Incentive Plan Rules

|8     | Administration and Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.1   | The
       Plan shall be administered by the Plan Committee whose decision shall
    be final.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.2   | Participants shall not be entitled to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.2.1 | receive copies of accounts, circulars or notices sent to holders of Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.2.2 | exercise voting rights; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.2.3 | receive dividends,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | in
       respect of Shares which have not yet been issued or transferred to such
    Participants in accordance with these Rules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.3   | The Board may from time to time amend these Rules provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.3.1 | no
       amendment shall be effective which would materially prejudice the interests
       of Participants in relation to Awards already granted to them unless such
    prior consent or
       sanction of Participants is obtained as would be required under the provisions
       for the alteration of class rights contained in the Articles of Association
       of the Company
       for the time being if the Shares to be allotted or transferred in respect
       of Subsisting
       Awards constituted a separate but single class of shares and such Shares
    were entitled to such right;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|8.3.2 | the provisions relating to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | cannot
       be altered to the advantage of Participants without the prior approval
    of the Company
    in general meeting (except for minor amendments to benefit the administration
    of the Plan, to take account of a change in legislation or to obtain or                                                                                                                                                                                                                                                                                                                                            

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Reuters
  Group PLC Long
  Term Incentive Plan Rules

| | maintain
      favourable tax, exchange control or regulatory treatment for Participants,
      or the Company or any Group Company);
| | -------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                      

|8.4 | The Board
      may, subject to Rules 8.3.1 and 8.3.2 create sub-plans to this Plan in which
      it may make such amendments to the Rules as it considers necessary or desirable
      to operate the Plan in any jurisdictions in which Eligible Employees are
      situated and may implement such sub-plans in the form of schedules to the
      Plan applicable to the specified jurisdiction.                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.5 | The cost
      of establishing and operating the Plan shall be borne by the Group Companies
      which employ the Participants in such proportions as the Board shall determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.6 | Any notice
         or other communication under or in connection with the Plan may be given

      by the Company or the Trustee either personally or by post or fax or e-mail
         or intranet, and to the Company or the Trustee either personally or
        by post
      or fax or e-mail to the Secretary of the Company or the Trustee; items
        sent  by post shall be pre-paid and shall in the case of notices or communications

      to the Company or the Trustee be treated as received on the day actually
         received by the Company or the Trustee and in the case of notices from
        the
      Company or the Trustee shall be deemed to have been received 48 hours after
         posting.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.7 | The Plan
      Committee may exercise its discretion where it considers that it is necessary
      or desirable to do so, to provide that such Eligible Employees so designated
      by the Plan Committee shall receive awards which entitle them to receive
      a cash payment instead of Shares. Such awards will be granted on substantially
      the same terms as Share Awards (save that there shall be no entitlement
      to receive Shares) subject to such modifications as considered appropriate
      by the Plan Committee.                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.8 | The Board
      may determine at any time that no further Awards be granted and may from
      time to time modify or at any time suspend or terminate the Plan (but without
      prejudice to Awards already granted).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.9 | The limitations
      in the Trusts in relation to the number of Shares which may be made available
      in respect of any employees share scheme adopted by the Company shall
      as appropriate apply to the Plan to the intent that the Company acknowledges
      that the Trustees of the Trusts may not in aggregate hold at any one time
      such number of the                                                                                                                                                                                                                                                                                                                                                        

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Reuters
  Group PLC Long
  Term Incentive Plan Rules

| | Companys
      issued ordinary share capital as would exceedfivetenper
      cent of the Companys issued ordinary share capital.
| | ----------------------------------------------------------------------------------------------------------------------------------



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Reuters
  Group PLC Long
  Term Incentive Plan Rules

|9   | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.1 | The rights
      and obligations of any individual under the terms of his office or employment
      with any Group Company shall not, except as specifically provided under
      the Plan, be affected by his participation in the Plan or any right which
      he may have to participate therein, and an individual who participates therein
      shall waive any and all rights to compensation or damages in consequence
      of the termination of his office or employment for any reason whatsoever
      insofar as those rights arise or may arise from his ceasing to have rights
      under the Plan as a result of such termination.                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.2 | The existence
         of Awards (whether Share Awards or Options) shall not affect in any
        way
      the right or power of the Company or its shareholders to make or authorise
         any or all adjustments, recapitalisation, reorganisations, reductions
        of
      capital, purchase or redemption of its own shares or other changes in the
         Company's capital structure or its business, or any merger or consolidation

      of the Company, or any issue of bonds, debentures, preferred or prior preference
         stock ahead of or convertible into, or otherwise affecting the Shares
        or
      the rights thereof, or the dissolution or liquidation of the Company, or
         any sale or transfer of all or any part of its assets or business, or
        any
      other corporate act or proceeding, whether of a similar character or otherwise.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.3 | Neither
      the grant of an Award nor any benefit which may accrue to a Participant
      in respect of an Award shall form part of that Participants pensionable
      remuneration for the purposes of any pension scheme or similar arrangement
      which may be operated by any Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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Reuters
  Group PLC Long
  Term Incentive Plan Rules

SCHEDULE

PERFORMANCE
  CONDITION

|1. | In Parts
      I and II of this Schedule the following words and expressions shall have
      the meanings set out below.
|-- | -------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                          

| | Comparator
      Group                 | the companies
      comprising all the members of the FTSE 100 (including the Company) on the
      Benchmark Date                                                                                         
| | ---------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                          |                                                                                                                                                                                                            
| | Benchmark
      Date                   | (i) in respect
      of an Award granted prior to 1 January 2004 the first day of the First Measurement
      Period in relation to that Award on which the London Stock Exchange is open
      for trading
| |                                          |                                                                                                                                                                                                            
| |                                          | (ii) in
      respect of an Award granted on or after 1 January 2004 the first day of
      the Measurement Period in relation to that Award on which the London Stock
      Exchange is open for trading  
| |                                          |                                                                                                                                                                                                            
| | Total
      shareholder return (TSR) | in relation
      to a company, its total shareholder return calculated in accordance with
      these Rules                                                                                               
| |                                          |                                                                                                                                                                                                            
| | TSR
      ranking                      | in relation
      to any company in the Comparator Group, its ranking in terms of TSR over
      the Measurement Period.                                                                                   
| |                                          |                                                                                                                                                                                                            

|2. | (a) | The extent
      to which an Award shall Vest at the end of the relevant Measurement Period
      shall be the percentage of Shares (rounded down to the nearest whole Share)
      determined in accordance with the table in Part I of this Schedule (in respect
      of Awards made after 24 April 2001 but before 1 January 2004) or the table
      in Part II of this Schedule (in respect of Awards made prior to 24 April
      2001) or the table in Part III of this Schedule (in respect of Awards
|-- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Reuters Group PLCLong
Term Incentive Plan Rules

|   |                                                                                                                                                                                                                            | made
      on or after 1 January 2004) (as varied by the Plan Committee from time
        to time) with the companies in
the Comparator Group being listed in order so that the member
    thereof with the highest TSR is placed at the top of such table.                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|   | (b)                                                                                                                                                                                                                        | No fraction
    shall be included in any Award which has vested and any fraction of
    a Share which but for this provision would be included in any Vested Award
        shall be excluded.                                                                                                                        
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|   | (c)                                                                                                                                                                                                                        | The number
    of positions in the TSR Ranking may be varied by the Plan Committee
    from time to time to take account of any merger, take-over, reconstruction
    or demerger or other event referred to in 4 below. The maximum percentages
    of an Award for each TSR Ranking will then be adjusted pro rata.
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|3. | The TSR
    of the Company and each member of the Comparator Group over any Measurement
    Period shall be the internal rate of return calculated for the amounts determined
    in accordance with the provisions below:
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|   | Inflows                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                            | The
    gross dividends per share paid by the relevant company during the relevant
        Measurement Period and these shall be deemed to have been inflows on
        the last day
      of the month during which the relevant shares go ex-dividend.                                                             
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                            | The average
    of the daily closing mid-market prices of the relevant companys shares
    over the calendar year expiring on the last day of the relevant Measurement
    Period                                                                                                                                   
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|   | Outflows                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                            | The average
    of the daily closing mid-market prices of the relevant companys shares
    over the calendar year ending on 31 December immediately preceding the Benchmark
    Date                                                                                                                                
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                            | Any
        sum paid per share to take up new rights to shares (which shall be deemed
    to have
    been paid on the date on which the Shares become ex-rights)                                                                                                                                                    
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      
|   | subject
    to such adjustment to Inflows and Outflows as the Plan Committee consider
        appropriate to reflect any variation of share capital or any merger,
    take-over,                                         
|   |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                      

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Reuters Group PLCLong Term Incentive Plan Rules

|                                                  | reconstruction
       or demerger of or by any member of the Comparator Group or upon any other
       events which the Plan Committee consider may materially distort the above
    calculations.
|------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                  |                                                                                                                                                                                                   
|The tables
    referred to above are as follows:-
|                                                  |                                                                                                                                                                                                   

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Reuters Group PLC
Long Term Incentive Plan Rules

Part I Awards made after 24 April 2001 and prior to 1 January 2004

|TSR Ranking of the Company |              |  | Maximum percentage of Award |    
|-------------------------- | ------------ |  | --------------------------- | ---
|Compared to the Comparator |              |  | which Vests                 |    
|Group over the relevant    |              |  |                             |    
|Measurement Period         |              |  | %                           |    
|                           |              |  |                             |    
|Top Quartile               |              |  | 100                         |    
|(1stto 25thranking)        |              |  |                             |    
|                           |              |  |                             |    
|                           | 26th         |  |                             | 96 
|                           | 27th         |  |                             | 92 
|                           | 28th         |  |                             | 88 
|                           | 29th         |  |                             | 84 
|                           | 30th         |  |                             | 80 
|                           | 31st         |  |                             | 76 
|                           | 32nd         |  |                             | 72 
|                           | 33rd         |  |                             | 68 
|                           | 34th         |  |                             | 64 
|                           | 35th         |  |                             | 60 
|                           | 36th         |  |                             | 56 
|                           | 37th         |  |                             | 52 
|                           | 38th         |  |                             | 48 
|                           | 39th         |  |                             | 44 
|                           | 40th         |  |                             | 40 
|                           | 41st         |  |                             | 36 
|                           | 42nd         |  |                             | 32 
|                           | 43rd         |  |                             | 28 
|                           | 44th         |  |                             | 24 
|                           | 45th         |  |                             | 20 
|                           | 46th         |  |                             | 16 
|                           | 48th         |  |                             | 12 
|                           | 49th         |  |                             | 8  
|                           | 50th         |  |                             | 4  
|                           | below
    50 |  |                             | Nil

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Back to Contents

Reuters Group PLCLong Term Incentive Plan Rules

Part
II : Awards made after 16 December 1997 and prior to 25 April 2001

|TSR Ranking of the Company |                   | Maximum percentage of Award
|-------------------------- | ----------------- | ---------------------------
|Compared to the Comparator |                   | which Vests                
|Group over the relevant    |                   |                            
|Measurement Period         |                   | %                          
|                           |                   |                            
|Top Quartile               |                   |                            
|(1stto 26thranking)        |                   |                            
|                           |                   |                            
|                           | 27th              |                            
|                           | 28th              |                            
|                           | 29th              |                            
|                           | 30th              |                            
|                           | 31st              |                            
|                           | 32nd              |                            
|                           | 33rd              |                            
|                           | 34th              |                            
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|                           | 36th              |                            
|                           | 37th              |                            
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|                           | 39th              |                            
|                           | 40th              |                            
|                           | 41st              |                            
|                           | 42nd              |                            
|                           | 43rd              |                            
|                           | 44th              |                            
|                           | 45th              |                            
|                           | 46th              |                            
|                           | 47th              |                            
|                           | 48th              |                            
|                           | 49th              |                            
|                           | 50th              |                            
|                           | 51st              |                            
|                           | 52nd              |                            
|                           | 53rd              |                            
|                           | 54th              |                            
|                           | 55th              |                            
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|                           | 58th              |                            
|                           | 59th              |                            
|                           | 60th              |                            
|                           | 61st              |                            
|                           | 62nd              |                            
|                           | 63rd              |                            
|                           | 64th              |                            
|                           | 65th              |                            
|                           | 66thand
    lower |                            

37

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Back to Contents

Reuters Group PLCLong Term Incentive Plan Rules

Part
III Awards made on or after 1 January 2004

|TSR Ranking of the Company |                 | Maximum percentage of Award
|-------------------------- | --------------- | ---------------------------
|Compared to the Comparator |                 | which Vests                
|Group over the relevant    |                 |                            
|Measurement Period         |                 | %                          
|                           |                 |                            
|Top Quartile               |                 |                            
|(1stto 25thranking)        |                 |                            
|                           |                 |                            
|                           | 26th            |                            
|                           | 27th            |                            
|                           | 28th            |                            
|                           | 29th            |                            
|                           | 30th            |                            
|                           | 31st            |                            
|                           | 32nd            |                            
|                           | 33rd            |                            
|                           | 34th            |                            
|                           | 35th            |                            
|                           | 36th            |                            
|                           | 37th            |                            
|                           | 38th            |                            
|                           | 39th            |                            
|                           | 40th            |                            
|                           | 41st            |                            
|                           | 42nd            |                            
|                           | 43rd            |                            
|                           | 44th            |                            
|                           | 45th            |                            
|                           | 46th            |                            
|                           | 47th            |                            
|                           | 48th            |                            
|                           | 49th            |                            
|                           | 50th            |                            
|                           | below
       50 |                            

38

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