Reed Elsevier U.S. Salary Investment Plan

Plan At A Glance

401(k) Eligibility and Enrollment

Automatic Enrollment

Newly hired employees are automatically enrolled in the Reed Elsevier U.S. Salary

Investment Plan (the RE 401(k) Plan) at a before-tax contribution rate of 2% after

completing three months of service. These contributions are invested in the appropriate

Target Retirement Fund* (based on your birth date and assuming retirement at age 65)

unless you elect other fund(s). You can enroll at a higher contribution rate or opt out of

the plan at any time.

*Since investment return and principal value of this fund will likely fluctuate, there is the possibility of incurring

losses as well as gains.

Contributions

Employee Contribut ions

The RE 401(k) Plan provides you with the opportunity to save money through payroll

deductions, subject to IRS limits. Restrictions apply to those classified as highly

compensated employees. Contributions can be before, traditional after-tax and/or

Roth after-tax. Employees age 50 or older who contribute at the maximum rate allowed

for the year may be eligible to make additional “catch up” contributions on either a pre-tax

or Roth basis.

� Minimum 1% � Maximum 50% � Whole percentages only � Roth 401(k) contributions

Company Matching Contribut ions

The Company matches 50% on the first 6% of pay you contribute. Company contributions

to your account are invested at the same time as your payroll contributions and to the

same funds per your investment elections. The RE 401(k) Plan also features an automatic

“true-up” of Company matching contributions for those participants who may not receive

the full matching contribution during a plan year.

Vesting in Company ContributionsEmployees hired on or after 1/1/2004 are fully vested in the Company matching

contributions after three years of service. Once vested, you are eligible to receive

100% of your Company matching contributions upon termination from the Company.

Plan

At

A Gl

ance

http://re401k.ingplans.com1-800-448-5189

Investment OptionsThe RE 401(k) Plan offers a broad range of investment options to meet the needs of a diverse

employee population comprised of individuals with varying degrees of financial expertise.

Additional fund information is available through the RE 401(k) website.

For help building and maintaining a diversified savings strategy, choose either:

The Core Target Retirement Funds:The ten Core Age-Based Funds are premixed – simply select one fund based on your target retirement year.

Or:The ING Advisor Service:This service provides access to personalized investment advice and recommendations across all the core funds in the RE 401(k) Plan.

To build your own personalized, diversified portfolio, choose among the 13 Core Funds:Select from among two fixed income funds, seven U.S. equity funds, and four international/global funds.

If you are comfortable with investment risk and diversification, you may want to invest all or part of your monies in the Self Managed Account (SMA):

Access all publicly traded stocks on major U.S. exchanges, bonds and over 4,000 mutual funds.

Managing Your AccountYou can change your contribution levels, manage your investment elections and initiate fund

transfers/reallocations 24 hours a day, 7 days a week via the RE 401(k) website

(http://re401k.ingplans.com) or by calling the RE 401(k) Information Line at 1-800-448-5189.

Your Personal Identification Number, which is mailed to you by ING, the RE 401(k) recordkeeper,

is required to access the website or the Information Line.

Changes to your payroll contributions will take effect as soon as administratively possible.

Changes to your investment elections completed before 4:00 p.m. Eastern Time take effect the

same business day. Changes to your investment elections completed after 4:00 p.m. Eastern

Time take effect the following business day.

RE 401(k)

ING Advisor ServiceSM

The ING Advisor Service* offers personalized investment advice designed to help you

meet your financial goals and make the most of your RE 401(k) account. You can obtain

advice across all the core funds in the 401(k) in two ways: through the RE 401(k)

website using the Personal Online Advisor, an interactive retirement planning software

powered by Financial Engines®; or working with an ING Financial Advisor through the

Professional Account Manager service. To participate, visit the RE 401(k) website or

call the RE 401(k) Information Line.

Other Features

• Loan Options: General Purpose, Residential

• In-Service Withdrawals Available

• RE’s 401(k) Accepts Rollovers from Other Qualified Plans

Additional information is available through the RE 401(k) website,

(http://re401k.ingplans.com), through the RE 401(k) Information Line

(1-800-448-5189) and in the Summary Plan Description.

This is a summary of the Reed Elsevier U.S. Salary Investment Plan and is intended to provide a general overview

of the plan and some of its key features. The detailed provisions of the plan and not this summary, will govern the

actual rights and benefits to which you may be entitled. If any conflict or discrepancy should arise between this

summary and the provisions of the underlying plan, or if any provision of the plan is not covered in this summary,

the terms of the underlying plan will govern.

Revised November 2009

* Advisory Services provided by ING Investment Advisors, LLC. ING Investment Advisors, LLC does not give tax or

legal advice. For more information about the Advisor Service investment advisory service provided by ING Investment

Advisors LLC, please read the Advisor Service Disclosure Statement. A Disclosure Statement may be viewed online

by accessing the ING Advisor Service link from the RE 401(k) Plan Web site at http://re401k.ingplans.com or may be

requested from an ING Financial Advisor by calling the Information Line at 1-800-448-5189. The forecasts are not

guarantees of future results. The forecasts derive from forward looking models of the economy and securities

markets that may use such data as historical returns, historical correlation, expected growth rates, and calculated

risk premiums based on those and other hypothetical assumptions.

RE 401(k)