Incentive Proposals

Reed Elsevier PLC
31 March 2003


ISSUED ON BEHALF OF REED ELSEVIER PLC AND REED ELSEVIER NV


31 March 2003


Board and Senior Executive Incentive Proposals



Reed Elsevier announced today that the Remuneration Committee has determined to
make certain modifications to its share option scheme proposals, details of
which were set out in a letter to shareholders dated 7 March 2003, following
further consultation with a number of institutional shareholders. These
modifications are that:



In respect of the proposed Employee Share Option Scheme, in addition to the
performance condition on grant, which determines the size of the option pool
available for grant, option grants to executive directors will only be
exercisable on a further performance condition being met. This condition
requires a minimum growth in adjusted earnings per share at constant currencies
of 6% per annum compound in the three years from grant, with no re-testing of
this condition.



In respect of the proposed Long Term Incentive Scheme, the Committee has
confirmed that there will be no concurrent participation in the proposed Long
Term Incentive Scheme and the current Long Term Incentive Plan. Participation in
the proposed new scheme will terminate a participant's membership of the current
plan. At the end of the first three-year cycle of the proposed scheme, the
Committee will consult with shareholders to consider whether, in the
circumstances prevailing at that time, it is still appropriate to operate
discrete three year performance periods or to change to the more conventional
annual grant system.



In respect of the proposed Bonus Investment Plan, awards of matching shares at
the end of the three year holding period will be subject to a performance
condition. This condition requires a minimum growth in adjusted earnings per
share growth at constant currencies of 6% per annum compound over the three year
period.



The resolutions to implement the share option scheme proposals are unchanged and
are to be considered by the shareholders of Reed Elsevier PLC and Reed Elsevier
NV at the Annual General Meetings to be held respectively on 8 and 9 April,
2003.



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