REED ELSEVIER PLC (Form: S-8, Received: 07/23/2014 16:14:14)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on July 23, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


REED ELSEVIER PLC		REED ELSEVIER NV
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)


England		The Netherlands
(Jurisdiction of incorporation or organization)		(Jurisdiction of incorporation or organization)

1-3 Strand

London WC2N 5JR

England

N/A

Radarweg 29

1043 NX Amsterdam

The Netherlands

N/A

(Address of Principal Executive Offices)

(Zip Code)

(Address of Principal Executive Offices)

(Zip Code)

Reed Elsevier Group plc Restricted Share Plan 2014

(Full title of the plan)

Kenneth Thompson II

Reed Elsevier Inc.

9443 Springboro Pike

Mail Location: B4F5S14

Miamisburg, OH 45342

(937) 865-6800

(Name and address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Alan McCulloch

Reed Elsevier PLC

1-3 Strand

London

WC2N 5JR

T: +44 (0) 207 166 5696

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Reed Elsevier PLC Ordinary Shares, nominal value 14 51/116 pence each (3)	500,000 shares	$15.97	$7,985,000	$1,029.00
Reed Elsevier NV Ordinary Shares, nominal value 0.07 euros each (3)	350,000 shares	$22.33	$7,815,500	$1,007.00

(1)

This Registration Statement covers (a) an aggregate of 500,000 shares of Reed Elsevier PLC, nominal value 14 51/116 pence each (“PLC Ordinary Shares”), all of which are available for issuance under the Reed Elsevier Group plc Restricted Share Plan 2014 (the “Plan”), and (b) an aggregate of 350,000 shares of Reed Elsevier NV, nominal value 0.07 euros each (“NV Ordinary Shares,” and together with the PLC Ordinary Shares, “Ordinary Shares”), all of which are available for issuance under the Plan. Further, this Registration Statement registers such additional Ordinary Shares as may be offered or issued under the Plan to prevent dilution resulting from stock splits, stock dividends, anti-dilution provisions or similar transactions that results in an increase in the number of the outstanding Ordinary Shares issuable pursuant to awards granted under the Plan.

(2)

Calculated solely for purposes of this offering pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the registration fee are based on the reported average of the high and low selling prices for the American Depositary Shares representing the PLC Ordinary Shares and the NV Ordinary Shares, as applicable, on the New York Stock Exchange on July 18, 2014. To calculate the proposed maximum offering price per Ordinary Share, the average price of the American Depositary Shares representing the PLC Ordinary Shares ($63.88) has been divided by four (rounded up to the nearest whole cent), and the average price of the American Depositary Shares representing the NV Ordinary Shares ($44.65) has been divided by two (rounded up to the nearest whole cent), in each case to reflect the number of PLC Ordinary Shares or NV Ordinary Shares, as applicable, represented by each American Depositary Share (see Note (3) below).

(3)

Under certain circumstances, Ordinary Shares may be issued in the form of American Depositary Shares. Separate registration statements on Form F-6 have been filed with respect to the American Depositary Shares represented by American Depositary Receipts issuable on a one-for-four basis for the PLC Ordinary Shares registered hereby upon deposit of such Ordinary Shares. Separate registration statements on Form F-6 have been filed with respect to the American Depositary Shares represented by American Depositary Receipts issuable on a one-for-two basis for the NV Ordinary Shares registered hereby upon deposit of such Ordinary Shares.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of this Registration Statement on Form S-8 (the “Registration Statement”) is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

Reed Elsevier PLC and Reed Elsevier NV hereby incorporate by reference in this Registration Statement the following documents which are on file with the Securities and Exchange Commission (the “Commission”):

(a)

The combined Annual Report of Reed Elsevier PLC and Reed Elsevier NV on Form 20-F filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the fiscal year ended December 31, 2013, filed with the Commission on March 11, 2014;

(b)

All reports filed by Reed Elsevier PLC and Reed Elsevier NV, respectively, pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2013; and

(c)

The description of the share capital of Reed Elsevier PLC and Reed Elsevier NV contained in the combined registration statement on Form 20-F/A, Registration No. 1-3334, filed with the Commission under the Exchange Act on September 22, 1994, as amended by the description of the amended articles of association dated May 8, 2013 filed with the Commission (File No. 333-191419) under the Securities Act on September 27, 2013 (including any additional amendments or reports filed for purposes of updating such description).

In addition, to the extent designated therein, certain reports on Form 6-K and all documents filed by Reed Elsevier PLC and Reed Elsevier NV pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, that any Form 6-K shall be so deemed incorporated by reference only if and to the extent indicated in such reports.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Subject to certain exceptions, the United Kingdom Companies Act of 2006 (the “Act”) does not permit a company to indemnify a director or an officer of the company against any liability which by virtue of any rule of law would otherwise attach to him in respect of negligence, default, breach of duty or breach of trust in relation to the company. Subject to the provisions of the Act, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, Reed Elsevier PLC’s Articles of Association provides that every director or officer of Reed Elsevier PLC shall be indemnified out of the assets of Reed Elsevier PLC against any liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of Reed Elsevier PLC, to the extent that such indemnification would not be treated as void under the Act.

To the extent permissible by Dutch law, and subject to the provisions of Reed Elsevier NV’s Articles of Association, each member of Reed Elsevier NV’s Board shall be indemnified and held harmless against the financial consequences of any and all liabilities, claims, judgments, fines, expenses and penalties incurred as a result of any threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative, brought by any party other than Reed Elsevier NV itself or its Group Companies (as defined by Dutch law), in relation to acts or omissions performed or committed in that person’s capacity as a member of Reed Elsevier NV’s Board or a capacity relating thereto.

Reed Elsevier PLC and Reed Elsevier NV have directors’ and officers’ liability insurance policies that insure directors and officers against the cost of defense, settlement or payment of claims and judgments under certain circumstances.

Reed Elsevier PLC is party to indemnification agreements with its directors. These agreements indemnify the directors to the fullest extent permitted under applicable law against liabilities that may arise by reason of their service to Reed Elsevier PLC.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

The following exhibits are filed as part of this Registration Statement (* indicates filed herewith):

4.1 Articles of Association of Reed Elsevier PLC (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 (File No. 333-167058) filed with the Commission on May 25, 2010)

4.2 Articles of Association of Reed Elsevier NV (incorporated by reference from Exhibit 4.2 to the Registration Statement on Form S-8 (File No. 333-191419) filed with the Commission on September 27, 2013)

*4.3 Reed Elsevier Group plc Restricted Share Plan 2014

*5.1 Opinion of Freshfields Bruckhaus Deringer LLP, London, England as to the validity of the Reed Elsevier PLC Ordinary Shares

*5.2 Opinion of J. van der Woude, Company Secretary of Reed Elsevier NV, as to the validity of the Reed Elsevier NV Ordinary Shares

*23.1 Consent of Deloitte LLP, London, England, regarding the consolidated financial statements of Reed Elsevier PLC

*23.2 Consent of Deloitte Accountants B.V., Amsterdam, The Netherlands, regarding the consolidated financial statements of Reed Elsevier NV

*23.3 Consent of Deloitte LLP, London, England, and Deloitte Accountants B.V., Amsterdam, The Netherlands, regarding the combined financial statements of Reed Elsevier PLC, Reed Elsevier NV, Reed Elsevier Group plc and Elsevier Reed Finance BV and their respective subsidiaries, associates and joint ventures

*23.4 Consent of Freshfields Bruckhaus Deringer LLP, London, England (included as part of Exhibit 5.1)

*23.5 Consent of J. van der Woude, Company Secretary of Reed Elsevier NV (included as part of Exhibit 5.2)

*24.1 Powers of Attorney (included on the signature pages of this Registration Statement)

Item 9.

Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1)

to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by such registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of such registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, England on July 22, 2014.


REED ELSEVIER PLC Registrant		REED ELSEVIER NV Registrant

By:	/s/ Erik Engstrom	By:	/s/ Erik Engstrom
Erik Engstrom		Erik Engstrom
Chief Executive Officer		Chief Executive Officer

POWER OF ATTORNEY

K NOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Henry Udow, Alan McCulloch and Jans van der Woude and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute one or more Registration Statements on Form S-8 relating to Reed Elsevier PLC Ordinary Shares and Reed Elsevier NV Ordinary Shares available for issuance under the Reed Elsevier Group plc Restricted Share Plan 2014, to sign any and all amendments or supplements to such Registration Statement (including post-effective amendments) and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney has been signed below by the following persons in the capacities and on the date indicated.

REED ELSEVIER PLC

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated:


Signature	Title	Date

/s/ Erik Engstrom	Executive Director and Chief Executive Officer (principal executive officer)	July 22, 2014
Erik Engstrom

/s/ Duncan Palmer	Executive Director and Chief Financial Officer (principal financial officer and principal accounting officer)	July 22, 2014
Duncan Palmer

/s/ Anthony Habgood	Chairman and Director	July 22, 2014
Anthony Habgood

/s/ Wolfhart Hauser	Director	July 22, 2014
Wolfhart Hauser

/s/ Adrian Hennah	Director	July 22, 2014
Adrian Hennah

/s/ Lisa Hook	Director	July 22, 2014
Lisa Hook

/s/ Robert Polet	Director	July 22, 2014
Robert Polet

/s/ Linda Sanford	Director	July 22, 2014
Linda Sanford

/s/ Ben van der Veer	Director	July 22, 2014
Ben van der Veer

/s/ Kenneth Thompson II	Authorized U.S. Representative	July 22, 2014
Kenneth Thompson II

REED ELSEVIER NV

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated:


Signature	Title	Date

/s/ Erik Engstrom	Executive member of the Board and Chief Executive Officer (principal executive officer)	July 22, 2014
Erik Engstrom

/s/ Duncan Palmer	Executive member of the Board and Chief Financial Officer (principal financial officer and principal accounting officer)	July 22, 2014
Duncan Palmer

/s/ Anthony Habgood	Chairman of the Board	July 22, 2014
Anthony Habgood

/s/ Dr Wolfhart Hauser	Non-executive member of the Board	July 22, 2014
Dr Wolfhart Hauser

/s/ Adrian Hennah	Non-executive member of the Board	July 22, 2014
Adrian Hennah

/s/ Lisa Hook	Non-executive member of the Board	July 22, 2014
Lisa Hook

/s/ Marike van Lier Lels	Non-executive member of the Board	July 22, 2014
Marike van Lier Lels

/s/ Robert Polet	Non-executive member of the Board	July 22, 2014
Robert Polet

/s/ Linda Sanford	Non-executive member of the Board	July 22, 2014
Linda Sanford

/s/ Ben van der Veer	Non-executive member of the Board	July 22, 2014
Ben van der Veer

/s/ Kenneth Thompson II	Authorized U.S. Representative	July 22, 2014
Kenneth Thompson II

Exhibit 4.3

RULES OF THE

REED ELSEVIER GROUP PLC

RESTRICTED SHARE PLAN 2014

Adopted by the Remuneration Committee of Reed Elsevier Group plc

on 17 February 2014

THE REED ELSEVIER GROUP PLC

RESTRICTED SHARE PLAN 2014

1.	D EFINITIONS

1.1 In these Rules and the schedules and appendices to these Rules (each a Schedule or Appendix , as the case may be), unless the context otherwise requires, the following words and expressions have the following meanings:

Adoption Date means 17 February 2014;

Award means a Share Award or Share Option;

Award Certificate means, in relation to any Award, the award certificate issued to the Participant in accordance with Rule 4.2;

Board means the board of directors for the time being of the Company;

Buy-out Award means an Award or part of an Award representing the buy-out of an entitlement or entitlements ( Original Entitlement ) lost or forfeited as a result of the Participant becoming an Employee or the Participant’s resignation from his former employment in order to become an Employee, and identified as such in such manner as the Committee sees fit;

Capital Reorganisation means any variation in the share capital or reserves of a Qualifying Company (including, without limitation, by way of capitalisation, rights issue, consolidation, sub-division or reduction);

Committee means the remuneration committee of the Board, or other duly authorised committee of the Board;

Company means Reed Elsevier Group plc registered in England No. 2746616 by whatever name known from time to time;

Control has the meaning given to it by section 995 of the Income Tax Act 2007;

Date of Grant means the date on which an Award is granted in accordance with the terms of Rule 4;

Dealing Day means any day on which the London Stock Exchange and the Amsterdam Stock Exchange are open for the transaction of business;

Dealing Restrictions means any restrictions on, or requirement for approvals for dealing in Shares whether under the Company’s, RE PLC’s or RE NV’s share dealing rules (as applicable), the provisions of the Model Code for Securities Transactions by Directors of Listed Companies, the provisions of the Listing Rules of the UK Listing Authority or the City Code on Takeovers and Mergers or any of their equivalents in any applicable jurisdiction;

Dividend Equivalent means a right to a cash payment or Shares in accordance with Rule 7;

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Dutch Share means an ordinary share in the capital of RE NV or shares representing those shares following any Capital Reorganisation of RE NV and includes an American Depositary Share representing a Dutch Share;

Employee means any employee or corporate officer of a member of the Group (excluding, subject to Rule 8.7, any director of the Company or a Qualifying Company);

Financial Year means an accounting reference period as determined in accordance with section 391 of the Companies Act 2006;

Group means the Company and every company which is under the Control of the Company and member of the Group will be construed accordingly;

Normal Vesting Date means the latest of (i) the date(s) specified in the Award Certificate (if any), (ii) in respect of a Performance Award, the date on which the Committee determines the extent to which the Performance Condition has been satisfied and (iii) any other date determined by the Committee at any time, or, if there are Dealing Restrictions in place on the applicable date, such later date when all Dealing Restrictions have been lifted;

Participant means any person who has been granted an Award which has not lapsed in accordance with the provisions of these Rules and includes, where the context permits, the legal personal representatives of a deceased Participant;

Performance Award means an Award which has been granted subject to a Performance Condition;

Performance Condition means the condition or conditions determined by the Committee in accordance with Rule 5 which must be satisfied in order for an Award to Vest;

Performance Period means the period or periods in respect of which the Performance Condition is to be measured, which will be the period(s) determined by the Committee at the Date of Grant or such other period(s) as may be permitted under the Rules;

Plan means this Reed Elsevier Group plc Restricted Share Plan 2014 as amended from time to time;

Pro-rated Number means such whole number of Shares (rounded down, as necessary) as is determined in accordance with the terms of the Award, as specified in the Award Certificate or otherwise, or, in respect of an Award to which such specified terms do not apply, by multiplying the number of Shares comprised in the Award by A/B where:

(a)

for the purposes of Rule 8 (Cessation of Employment), A is the number of complete months from the start of the Financial Year in which the Award was granted (or such other date as the Committee may determine to take account of any Performance Period and/or the date on which the Participant became an Employee) to the Termination Date, but not exceeding B and B is the number of complete months from the start of the Financial Year in which the Award was granted (or such other date as shall have been applied for the purposes of A in this paragraph) to the Normal Vesting Date or, if deemed appropriate in the case of a Performance Award to which a Performance Period applies, the last day of the Performance Period; and

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(b)

for the purposes of Rule 10 (Change of Control of a Qualifying Company), A is the number of complete months from the start of the Financial Year in which the Award was granted (or such other date as the Committee may determine to take account of any Performance Period and/or the date on which the Participant became an Employee) to the date of an event specified in Clause 10.1, but not exceeding B and B is the number of complete months from the start of the Financial Year in which the Award was granted (or such later date as shall have been applied for the purposes of A in this paragraph) to the Normal Vesting Date or, if deemed appropriate in the case of a Performance Award to which a Performance Period applies, the last day of the Performance Period;

provided that the Committee shall also have discretion, if it considers it appropriate in the particular circumstances, to determine that the Pro-rated Number in respect of any Award for the purposes of Rule 8 and/or Rule 10 shall be calculated on some other basis;

Qualifying Company means each of RE PLC and RE NV;

RE NV means Reed Elsevier NV;

RE PLC means Reed Elsevier PLC;

Rules means these Plan rules and any reference to a Rule will be construed accordingly;

Share means a UK Share and/or a Dutch Share as the context may require and Shareholder will be construed accordingly;

Share Award means, unless Schedule 3 applies, a right granted under Rule 4 to receive Shares without payment (other than under Rule 19.15);

Share Option means, unless Schedule 1 and/or Schedule 3 applies, a right in the form of an option granted under Rule 4 to acquire Shares without payment (other than under Rule 19.15) or for a nil or nominal exercise price;

Termination Date means the date on which a Participant ceases to be an Employee;

UK Share means an ordinary share in the capital of RE PLC or shares representing those shares following any Capital Reorganisation of RE PLC and includes an American Depositary Share representing a UK Share;

US Participant means a Participant who is subject to United States taxation under United States law including by reason of being a United States national, or resident in the United States for United States tax purposes;

Vesting means the Participant becoming absolutely entitled to receive the Shares comprised in his Share Award or to exercise his Share Option in each case in accordance with these Rules and Vest and Vested will be construed accordingly; and

Page 3

Vesting Date means the Normal Vesting Date or such other date upon which an Award Vests in accordance with the Rules.

1.2 Where the context permits the singular will include the plural and vice versa and the masculine will include the feminine. Headings will be ignored in construing the Plan.

1.3 Any references to a statutory provision will include that provision as it may from time to time be amended, modified or re-enacted.

2.	E LIGIBILITY

2.1 No person will be entitled as of right to participate in the Plan. The Committee may select any Employee to participate in the Plan, except any Employee who is under notice of termination of employment at the Date of Grant, unless the Committee determines otherwise.

3.	I NDIVIDUAL L IMIT

3.1 There is no limit on the number or market value of Shares that may be subject to any Award granted to any Employee in a Financial Year.

4.	G RANT O F A WARDS

4.1 Subject to any Dealing Restrictions, the Committee may, during any period specified in Rule 4.3, grant an Award or Awards to any Employee selected by the Committee. The Committee will determine whether an Award (or each Award, as applicable) will be granted as a Share Award or a Share Option.

4.2 Awards will be granted by deed. Each Participant will receive an Award Certificate (electronically or in hard copy) following the Date of Grant summarising the main terms of the Award. The Award Certificate may include the following information:

(a)	whether the Award is a Share Award or a Share Option;

(b)	the number and type of Shares subject to the Award;

(c)	the Normal Vesting Date(s);

(d)	details of any Performance Condition applicable to the Award;

(e)	the Performance Period (if any);

(f)	the terms of any other condition or conditions imposed pursuant to Rule 5;

(g)	whether or not the Award carries a right to Dividend Equivalents and the period in respect of which any Dividend Equivalents will accrue;

(h)	the exercise period or periods applicable to a Share Option;

(i)	which (if any) Schedules to the Plan will apply to the Award;

Page 4

(j)	the Pro-rated Number which will apply to the Award to the extent it will not be determined as set out in these Rules;

(k)	such other information or terms as the Committee may determine.

4.3 Awards may only be granted within the period of 42 days commencing on any of the following:

(a)	the Adoption Date;

(b)	the release of the Qualifying Companies’ interim (half-yearly) and/or final results in any year;

(c)	the release by the Qualifying Companies of any trading update or (if applicable to the Qualifying Companies at the time) their quarterly results for any year;

(d)	the day on which the Committee resolves that circumstances exist which justify the grant of Awards outside the periods referred to in (a) to (c) above; or

(e)	the day following the lifting of any Dealing Restrictions which prevented the grant of the Award during the periods referred to in (a) to (d) above.

4.4 The Committee may, at any time between the Date of Grant and the Vesting Date, determine that an Award granted as a Share Award should instead be treated as if it had been granted as a Share Option and vice versa. The Committee will arrange for a Participant to be notified as soon as reasonably practicable of any determination pursuant to this Rule 4.4 and to receive revised information on (or an updated Award Certificate setting out) the revised terms of his Award (electronically or in hard copy). Any Award subject to a determination pursuant to this Rule 4.4 will not be treated as a grant of a new Award for the purposes of these Rules so that the Date of Grant, number of Shares under the Award, Performance Condition and Performance Period (if any) and Vesting Date will be unaffected.

5.	P ERFORMANCE AND O THER C ONDITIONS

5.1 An Award may be granted subject to a Performance Condition, determined by the Committee in its absolute discretion at the Date of Grant, which, except as otherwise provided for in the Rules and/or the Award Certificate, as applicable, must be satisfied before the Vesting of the Award.

5.2 The Committee may make the grant or Vesting of an Award subject to any other condition or conditions it determines appropriate including, but not limited to, requiring the Participant to agree to comply with certain post-employment restrictive covenants, to meet shareholding requirements and/or to agree to post-Vesting or post-exercise sale restrictions.

5.3 Awards will Vest (if at all) over a whole number of Shares (rounded down, as necessary). To the extent that any Performance Condition and/or any other condition which applies to the Award is not satisfied and, as a result an Award does not Vest, the Award will lapse.

Page 5

5.4 The Committee may, acting reasonably, make such adjustments to any Performance Condition (or other condition or conditions imposed in accordance with Rule 5.2) applicable to outstanding Awards as it considers appropriate to take account of any factors which are relevant in the opinion of the Committee and in particular if there is an event which causes it to consider that such Performance Condition, or any part of it, is no longer a fair measure of performance.

5.5 In determining the level of Vesting of a Performance Award, the Committee will take into account the overall business performance of the Qualifying Companies and the Group over the Performance Period and any other factors that it considers appropriate and may modify the Vesting level if it considers that such a modification would result in a fairer outcome. In exercising any such discretion, the Committee will have due regard to the value created for Shareholders and the underlying business performance.

6.	N ORMAL V ESTING OF A WARDS

6.1 Except as otherwise permitted in the Rules, the number of Shares, if any, which Vest will be determined by the Committee by reference to the extent to which (i) the Performance Condition (if any) has been satisfied and (ii) any other conditions to which the Award is subject have been satisfied or waived in accordance with these Rules.

6.2 Except as otherwise provided in these Rules, Awards will Vest, in accordance with Rule 6.1, on the Normal Vesting Date and any part of an Award which does not Vest will immediately lapse.

6.3 Where an Award takes the form of a Share Award, any Vested Shares will be transferred to the Participant as soon as reasonably practicable after the Normal Vesting Date, subject to any Dealing Restrictions.

6.4 Where an Award takes the form of a Share Option, subject to any Dealing Restrictions, a Participant may exercise his Share Option in whole or in part by giving notice in the manner prescribed by the Company following the Normal Vesting Date. The Participant will specify in the notice of exercise the number of Shares in respect of which the Share Option is being exercised and will provide any required documentation and payment of any exercise price (or appropriate undertaking to pay any exercise price) in respect of the Shares over which the Share Option is being exercised. A notice of exercise will take effect on the date it is validly received by the Company or, if there are any Dealing Restrictions in place on that date, such later date when all Dealing Restrictions have lifted. Subject to any Dealing Restrictions, Vested Shares will be transferred to the Participant as soon as reasonably practicable following the date the notice of exercise takes effect.

7.	E NTITLEMENT TO D IVIDEND E QUIVALENTS

7.1 The Committee may in its discretion grant an Award on the basis that it carries Dividend Equivalents.

7.2 If an Award has been granted on the basis that it carries Dividend Equivalents, the Participant will, subject to Rule 7.4, be entitled to a cash payment equal in value to the ordinary dividends (excluding any associated tax credit) which would have been paid on the Vested Shares during the period determined by the Committee at the relevant Date of Grant or, absent such determination, during the

Page 6

period commencing at the start of the Financial Year in which the Award was granted or, in the case of a Performance Award, at the start of the relevant Performance Period and ending on the earlier of (i) the end of the Performance Period (if any) and (ii) the Vesting of the Award.

7.3 The cash payment to which the Participant becomes entitled under Rule 7.2:

(a)	will be calculated (in such manner as the Committee sees fit) by reference to the currency of payment of the underlying dividend (and paid in such currency as the Committee sees fit);

(b)	will be calculated without any entitlement to interest (or other type of investment return) in the period between the dividend payment date and Vesting;

(c)	will be paid (subject to such deductions as are required by law) as soon as reasonably practicable following Vesting; and

(d)	will be calculated by reference to ordinary dividends and without regard to special dividends or distributions or dividends-in-specie.

7.4 Instead of making a cash payment, the Committee may in its discretion satisfy any entitlement to Dividend Equivalents arising in accordance with Rule 7.2 by issuing or transferring Shares with an equivalent value as determined at the time of Vesting.

7.5 For the avoidance of doubt, any payment referred to in this Rule 7 does not represent an entitlement to actual dividends on the underlying Shares, by reason of the Participant not being the beneficial owner of the Shares at that time.

8.	C ESSATION OF E MPLOYMENT

Participant gives or receives notice

8.1 Except as otherwise provided in these Rules, in the event that a Participant gives or receives notice of termination of employment (or ceases to be an Employee without giving or receiving notice) for any reason other than those set out in Rule 8.2 (Approved Leaver), an Award (whether Vested or not) will automatically lapse on the earlier of the date on which notice is given or received and the Termination Date.

Approved Leaver

8.2 Except as otherwise provided in these Rules, if a Participant ceases to be an Employee before the Normal Vesting Date by reason of:

(a)	injury, disability or ill-health;

(b)	redundancy (as defined in section 139 of the Employment Rights Act 1996);

(c)	retirement with the consent of the Company;

(d)

death;

Page 7

(e)	the sale of the company or business in which the Participant is employed out of the Group; or

(f)	any other reason the Committee (acting fairly and reasonably), in its absolute discretion, determines:

the Award will continue in force over a Pro-rated Number of Shares until the end of the Performance Period and will lapse as to the balance on the Termination Date. The Award will Vest, if at all, on the Normal Vesting Date in accordance with Rule 6.

8.3 The Committee has discretion to vary the application of Rule 8.2 and determine that an Award will instead Vest as at the Termination Date over a Pro-rated Number of Shares to the extent any Performance Condition is satisfied. The Performance Condition (if any) will be assessed based on progress made against targets at the Termination Date as determined by the Committee in its absolute discretion. Such determination will take place as soon as reasonably practicable after the Termination Date and to the extent that an Award does not Vest as at the Termination Date, it will immediately lapse. Any Vested Shares will be transferred to the Participant as soon as reasonably practicable after the date of determination, subject to any Dealing Restrictions.

8.4 The Committee also has discretion, if it considers it appropriate in the particular circumstances, to determine that an Award will Vest (or not) on some other basis.

Exercise Period – Approved Leaver

8.5 Where an Award takes the form of a Share Option and Vests pursuant to this Rule 8, the Committee will determine the period during which the Participant (or the personal representatives of a deceased Participant) may exercise that Share Option (and any other Vested Share Options held by him at the Termination Date to the extent not previously exercised) at the end of which period it will immediately lapse to the extent it has not been exercised.

Intra-Group Transfer of Employment

8.6 For the avoidance of doubt, a Participant will not cease to be an Employee for the purposes of this Rule 8 if he ceases to be employed by a member of the Group or Qualifying Company but continues to be or is immediately afterwards employed by another member of the Group or Qualifying Company.

Appointment as a Director

8.7 A Participant will not cease to be an Employee for the purposes of this Rule 8 if he is appointed as a director of the Company or a Qualifying Company (provided that, in the case of a Participant who is appointed as a non-executive director of the Company or a Qualifying Company, he also remains an employee or corporate officer of a member of the Group).

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9.	C LAW -B ACK A RRANGEMENTS

Breach of Restrictive Covenants

9.1 If a Participant breaches any term of his post-termination restrictive covenants (such breach to be determined by the Committee acting fairly and reasonably), any Awards (whether Vested or unvested) held by him will lapse on the date of the Committee’s determination as to the breach and the Committee may require him to pay to the Company or any other member of the Group, within seven days after a written demand from the Company, the Relevant Amount (as defined in Rule 9.2).

9.2 The Relevant Amount is an amount equal to A minus both B and C where:

A is an amount equal to the pre-tax gain realised by the Participant in respect of any Awards and Dividend Equivalents in the period beginning six months before the Termination Date and ending on such date as the Participant’s post-termination restrictive covenants are stated to expire. For these purposes, the gain will be the sum of the market value of the Vested Shares when received or acquired by the Participant and the related Dividend Equivalents (as determined by the Committee), and such gain will be determined irrespective of whether the Participant has sold or retained the Shares so received or acquired;

B is an amount equal to the tax and social security charges and liabilities incurred by the Participant in respect of A which the Participant is unable to recover or for which he is otherwise unable to claim relief from the applicable tax authority notwithstanding his obligation to make a payment pursuant to Rule 9.1; and

C is the amount of any Claw-back Amount , (as defined in Rule 9.4) paid by the Participant.

Vesting Determined on the Basis of Materially Mis-stated Data

9.3 If the Committee, at any time up to two years after the Vesting of an Award, considers in good faith that the Vesting of the relevant Award and/or the payment of Dividend Equivalents was determined on the basis of materially mis-stated financial or other data (the Incorrect Award ), it will, unless determined otherwise at the sole discretion of the Committee, recover the Claw-back Amount (as defined in Rule 9.4) by taking one or more of the following actions:

(a)	scale back any outstanding unvested Awards to take account of the Claw-back Amount (or the balance thereof); and/or

(b)	require the Participant to pay to the Company (or any member of the Group), within thirty days of a written demand from the Company, the Claw-back Amount (or the balance thereof).

9.4 The Claw-back Amount is the difference in value between (i) the Incorrect Award and (ii) the Award and Dividend Equivalents (as the case may be) which could or would have Vested or been payable had the correct data been used, as determined by the Committee acting fairly and reasonably. This may be expressed as a number of Shares or a monetary amount or a combination thereof as the Committee considers appropriate. In determining the Claw-back Amount, the Committee may take into account such matters as it sees fit including, but not limited to:

(a)	the difference between the number of Shares that actually Vested under the Incorrect Award and the number of Shares over which the Committee considers the Award should have Vested had the correct data been used;

Page 9

(b)	any gain made by the Participant on the sale of Shares received from the Incorrect Award;

(c)	any tax and/or dealing costs incurred by the Participant in connection with the Incorrect Award which the Participant is unable to recover or for which he is otherwise unable to claim relief from the applicable tax authority notwithstanding his obligation to make a payment pursuant to Rule 9.3, and

(d)	the extent and timing of any payment made by the Participant pursuant to Rule 9.1.

Buy-out Awards

9.5 If, at any time, the Committee considers in good faith that the Grant and/or Vesting of a Buy-out Award and/or the payment of Dividend Equivalents in respect of such Buy-out Award was determined on the basis of incorrect or misleading information (including where the Participant fails, upon request, to provide satisfactory supporting evidence that he has lost or otherwise forfeited any Original Entitlement in respect of which the Buy-out Award was granted), the Committee will, unless determined otherwise at its sole discretion, apply the provisions of Rule 9.3 with any necessary changes to recover the Claw-back Amount as if the Buy-out Award were an Incorrect Award.

9.6 By accepting an Award, a Participant will be bound by this Rule 9 notwithstanding (i) that it may only be applicable after the transfer of Shares under these Rules and (ii) whether or not all or any of the terms of this Rule 9 have been separately notified to each Participant.

10.

C HANGE O F C ONTROL O F A Q UALIFYING C OMPANY

10.1 Except as otherwise provided in these Rules, if any person:

(a)	obtains Control of a Qualifying Company as a result of making an offer to acquire Shares which is either unconditional or is made on a condition such that if it is satisfied the person making the offer will have Control of that Qualifying Company;

(b)	becomes bound or entitled to acquire Shares under sections 979 and 983 of the Companies Act 2006 (or in relation to RE NV becomes bound or entitled to acquire compulsorily Shares held by minority shareholders); or

(c)	obtains Control of a Qualifying Company in pursuance of a compromise or arrangement sanctioned by the Court under section 899 of the Companies Act 2006 (or in relation to RE NV under any equivalent legislative provision in the Netherlands),

then any unvested Awards over Shares in that Qualifying Company (but not those in the other Qualifying Company) will subject to satisfaction of the Performance Condition (if any) Vest in respect of the Pro-rated Number of Shares on a date within 30 days of the relevant event determined by the Committee. The Performance

Page 10

Condition (if any) will be assessed based on progress made against targets as at the date of the relevant event as determined by the Committee in its absolute discretion. Any Vested Shares will be transferred to the Participant as soon as reasonably practicable after the date they Vest.

10.2 Any Award over Shares in the Qualifying Company to which Rule 10.1 applies which does not Vest as a result of the relevant event will lapse on the relevant event. For the avoidance of doubt, any Award over Shares in the other Qualifying Company will continue in force subject to the Rules. Where a Vested Award takes the form of a Share Option, the Committee will determine the period during which it may be exercised, at the end of which period it will immediately lapse.

11.

C HANGE OF C ONTROL OF THE C OMPANY

Except as otherwise provided in these Rules, the provisions of Rule 10 (Change of Control of a Qualifying Company) will apply with any necessary changes in the event that any person (either alone or together with any person acting in concert with him) obtains Control of the Company and the Shares under Awards which may Vest as a result of the relevant event will be Shares in both Qualifying Companies.

12.

I NTERNAL R EORGANISATION

12.1 Rule 10 and Rule 11 will not apply if the purpose and effect of the change of Control or scheme of arrangement is:

(a)	to create a new holding company for the relevant Qualifying Company, such company having substantially the same Shareholders and proportionate shareholdings as those of the Qualifying Company immediately before the scheme of arrangement;

(b)	to give one Qualifying Company Control (directly or indirectly) of the other Qualifying Company;

(c)	the person obtaining Control of the Company is one of the Qualifying Companies or a company under the Control of one or both of them; or

(d)	the Company remains under the ultimate Control of the Shareholders of the Qualifying Companies immediately before the relevant transaction affecting the Company.

12.2 If Rule 12.1 applies:

(a)	Awards will not Vest as a result of the relevant event;

(b)	an Award will instead be exchanged for an equivalent award over such shares as the Committee determines appropriate; and

(c)	the Committee may make any modifications to the Performance Condition (if any) and/or any other conditions to which the Award is subject, as it determines appropriate.

12.3 The Committee may vary the application of this Rule 12 so that it applies to Awards over Shares in both Qualifying Companies or over Shares in only one Qualifying Company.

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12.4 Where this Rule 12 applies, a Participant will not be treated as ceasing to be an Employee until he ceases to be employed by a company which is either the relevant holding company or a subsidiary of the holding company (within the meaning of section 1159 of the Companies Act 2006).

13.

R OLLOVER ON A C HANGE OF C ONTROL

13.1 The Committee may determine that Rule 10 or Rule 11 will not apply on a change of Control of a Qualifying Company or the Company (as applicable) and may, with the consent of the person obtaining Control, (i) determine that the Awards will be rolled over in accordance with either the provisions of Rule 12.2 or Rule 13.2 or (ii) allow the Participants to choose between the Vesting of Awards (if at all) under Rule 10 or Rule 11 as applicable and rollover in accordance with, as determined by the Committee, Rule 12.2 or Rule 13.2.

13.2 The Committee can determine that Awards are rolled over in accordance with the following terms:

(a)	the Performance Condition (if any) will be assessed based on progress made against targets as at the date of the relevant event as determined by the Committee in its absolute discretion;

(b)

to the extent that the Performance Condition (if any) has been met, the Award will be exchanged for an equivalent award over such shares as agreed between the Committee and the person obtaining Control, and will Vest on the Normal Vesting Date subject only to the Participant remaining in employment within the acquirer group of companies (unless Rule 8.2 applies) and will be subject to the Rules as they last had effect in relation to the Award that was rolled-over; and

(c)	to the extent that the Performance Condition (if any) has not been met, the Award will immediately lapse.

13.3 For the avoidance of doubt, in Rule 10, Rule 11, Rule 12 and Rule 13, Committee means the Committee as constituted immediately before the event by virtue of which the applicable Rule applies.

14.

V OLUNTARY W INDING U P

The provisions of Rule 10 will apply with such changes as may be necessary in the event that notice is duly given of a resolution for a voluntary winding up of a Qualifying Company PROVIDED THAT , all references in that Rule to the date of the relevant event will be treated as references to the date on which notice is given for the voluntary winding-up of a Qualifying Company.

15.

A DJUSTMENT O F A WARDS

15.1 In the event of:

(a)	any Capital Reorganisation; or

(b)

the implementation by a Qualifying Company of a demerger or the payment by a Qualifying Company of a super-dividend which would otherwise materially affect the value of an Award, the number of Shares in that Qualifying Company comprised in an Award may be adjusted in such manner as the Committee may determine.

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16.

S OURCE O F S HARES

16.1 A Participant’s entitlement to Shares will be satisfied by purchase on a recognised stock exchange. No new Shares will be issued in connection with the Plan.

16.2 The delivery of Shares from treasury is prohibited under this Plan for so long as institutional shareholder guidelines recommend this.

17.

R IGHTS A TTACHING TO S HARES

17.1 All Shares transferred on the Vesting of a Share Award will rank pari passu in all respects with the Shares in issue at the date of Vesting except in respect of any rights attaching to such Shares by reference to a record date prior to the date of Vesting and all Shares transferred on the exercise of a Share Option will rank pari passu in all respects with the Shares in issue at the date of exercise except in respect of any rights attaching to such Shares by reference to a record date before the date of exercise.

17.2 Any Shares acquired by a Participant under this Plan will be subject to the articles of association of the relevant Qualifying Company from time to time.

18.

A DMINISTRATION AND A MENDMENT

18.1 The decision of the Committee will be final and binding in all matters relating to the Plan including the exercise of any discretion under these Rules, the interpretation of the Rules and any dispute relating to any matter in connection with the Rules.

18.2 The Committee may at any time discontinue the grant of further Awards or amend any of the provisions of the Plan in any way it thinks fit provided that:

(a)	the Committee will not make any amendment that would materially prejudice the interests of existing Participants except with the prior consent of the Participants; and

(b)	without prejudice to any provision of the Plan which provides for the lapse of an Award, the Committee may not cancel an Award unless the Participant agrees to such cancellation.

18.3 Notwithstanding any other provision of the Plan, the Committee may make appropriate amendments to the Plan and/or establish schedules to the Plan for the purpose of granting Awards to Employees, based on the Plan but modified to take account of such factors as the Committee determines appropriate including, but not limited to, local tax, exchange control or securities laws in any territory.

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19.

G ENERAL

Trustee Funding

19.1 Any member of the Group may provide money to the trustee or trustees of any trust or any other person or persons to enable any such person or persons to acquire Shares to be held for the purposes of satisfying Awards, or enter into any guarantee or indemnity for those purposes, to the extent permitted by the Companies Act 2006.

Discretionary Nature of the Plan

19.2 Subject to Rule 19.5, the rights and obligations of a Participant under the terms and conditions of his office or employment will not be affected by his participation in the Plan or any right he may have to participate in the Plan.

19.3 Participation in the Plan does not imply any right to receive Awards on the same or any other basis in any other year.

19.4 The terms of the Plan do not entitle the Participant to the exercise of any discretion in his favour.

19.5 Each Participant waives all and any rights to compensation or damages in consequence of the termination of his office or employment with any member of the Group or Qualifying Company for any reason whatsoever (whether such cessation is lawful or unlawful) insofar as those rights arise, or may arise, from his ceasing to have rights or be entitled to Shares under the Plan as a result of such termination or from the loss or diminution in value of such rights or entitlements. If necessary, the Participant’s terms of employment will be varied accordingly.

Changes to a Qualifying Company’s capital structure

19.6 The existence of any Award will not affect in any way the right or power of the Company, the Qualifying Companies or their Shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s or either of the Qualifying Company’s capital structure, or any merger or consolidation of the Company or Qualifying Companies, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or Qualifying Companies or any sale or transfer of all or any part of their assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Notices

19.7 Any notice or other document which has to be given to a Participant under or in connection with the Plan may be (i) delivered or sent by post to him at his home address according to the records of his employing company, (ii) sent by email or fax to any email address or fax number according to the records of his employing company or, in either case, such other address as may appear to the Company to be appropriate, or (iii) provided electronically through a website hosted by the Company or an agent of the Company, provided that the Participant is notified by email, fax or post that such notice or document has been or will be provided in this manner.

Page 14

19.8 Notices sent by post to a Participant in the UK or US will be deemed to have been given two days after the date of posting. However, notices sent to a Participant in other countries will be deemed to have been given on the seventh day after the date of posting.

19.9 Notices sent by email or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

19.10 Notices provided through a website will be deemed to have been received on the day they are posted on the website or, if later, the day the Participant is deemed in accordance with Rule 19.8 or Rule 19.9 to have received the notification that it has been provided there.

19.11 Any notice or other document required to be given to the Company under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place or places as the Committee may from time to time determine and notify to Participants) or sent by email or fax to any email address or fax number notified to the sender.

19.12 All Share certificates, Award certificates and other communications relating to the Plan will be sent at the Participant’s risk.

No transfer of Awards

19.13 A Participant may not transfer, assign, charge or otherwise dispose of Awards, or any rights in respect of them, except (i) on the transmission of Awards on the death of a Participant to his personal representatives or (ii) with the consent of the Committee. Any such attempted non-approved transfer will result in the lapse of the Award.

Awards Non-Pensionable

19.14 Awards and Dividend Equivalents under the Plan are not pensionable.

Taxation

19.15 Any liability of a Participant to taxation in respect of an Award will be for the account of the relevant Participant. By accepting an Award, a Participant agrees to comply with any arrangements specified by the Company for the reporting and payment of tax, duty and social security contributions in any jurisdiction in respect of any Award and any Shares to which he is or may become entitled under the Plan including, without limitation, (i) arranging the sale of sufficient Shares on the Participant’s behalf to enable the Company or any member of the Group to satisfy its obligations in respect of deduction or withholding of tax, duty or social security contributions at source and (ii) entering into any election specified by the Company under Chapter 2 of Part 7 of the Income Tax (Employment & Pensions) Act 2003.

Stamp Duty

19.16 The Company or, where the Committee so directs, any member of the Group, will pay the appropriate stamp duty on behalf of Participants in respect of any transfer of Shares on the Vesting of a Share Award or exercise of a Share Option under the Plan.

Page 15

Expiry of Plan

19.17 No Awards will be granted after the tenth anniversary of the Adoption Date.

Data Protection

19.18 By accepting the grant of an Award, a Participant consents to the holding and processing of personal data provided by him to the Company, a Qualifying Company or any member of the Group, and any other persons for all purposes related to the operation of the Plan and acknowledges that the personal information may be transferred to, and stored at, a destination outside the European Economic Area ( EEA ), and may also be processed by staff operating outside the EEA who work for the Company, a Qualifying Company or any member of the Group or for one of their service providers. The Company will take all steps reasonably practicable to ensure that a Participant’s personal data is treated securely under appropriate contractual arrangements.

Governing Law

19.19 This Plan will be governed by, and construed in accordance with, the laws of England and Wales and the courts of England and Wales will have exclusive jurisdiction in relation to any dispute arising in connection with the Plan.

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SCHEDULE 1

Awards to US Participants

This Schedule was adopted by the Committee on 17 February 2014.

The Rules apply to Awards granted to US participants subject to the modifications contained in this Schedule.

(A)	In this Schedule, terms shall have the same meaning as in Rule 1 unless modified by this Schedule.

(B)

Retirement means, for the purposes of the application of Rule 8.2(c) in relation to a US Participant, circumstances which the Committee determines on a case by case basis and in its absolute discretion to constitute retirement (irrespective of whether or not applicable retirement eligible criteria have been met);

(C)	*Normal Vesting - Release of Shares* . Rule 6.3 shall have the additional requirement that if Shares are to be released to a US Participant, they shall in all instances be released no later than 15 March of the year following the year in which Vesting occurs.

(D)	*Dividend Equivalent - Cash Payment.* Rule 7.3(c) shall have the additional requirement that any cash payment to the US Participant under this Rule shall in all instances be released no later than 15 March of the year following the year in which Vesting occurs.

(E)	*Dividend Equivalent - Shares in Lieu of Cash.* Rule 7.4 shall have the additional requirement that if Shares are to be released to a US Participant in lieu of cash, they shall in all instances be released no later than 15 March of the year following the year in which Vesting occurs.

(F)	*Approved Leaver.* Rule 8.2 shall have the additional requirement that the Shares released to a US Participant shall in all instances be transferred to the US Participant on or before 15 March of the year following the year in which Vesting occurs.

(G)

Committee Adjustments. Rules 8.3 and 8.4 shall have the additional requirement that the Shares released to a US Participant or to a US Participant’s personal representative following the US Participant’s cessation of employment by reason of death, injury, disability or ill-health shall in all instances be transferred to the US Participant or the Participant’s personal representative on or before 15 March of the year following the year in which the US Participant’s cessation of employment occurs.

(H)

Limitation on Exercise Period. Notwithstanding anything contained in the Rules to the contrary, including without limitation, Rules 8.5 and 10.2, the exercise period for any Share Option granted to a US Participant may not be extended beyond the original exercise period established for such Share Option.

Page 17

( I)

Award Rollover. Except to the extent consistent with the requirements of Section 409A of the United States Internal Revenue Code (“Code”) for the deferral of compensation without penalty or additional tax or unless an exception to the application of Code Section 409A applies, Rule 13 shall not apply to any Award held by a US Participant if, at the time the election provided by Rule 13 is available to the US Participant, it has Vested. In such case, the Rules of the Plan shall apply to the Award without regard to Rule 13.

(J)

Service Recipient Stock . The Shares underlying any Option granted to a US Participant will in all instances constitute “service recipient stock,” and will be transferred by a Qualifying Company that is, with respect to such US Participant, an “eligible issuer of service recipient stock” for purposes of Code Section 409A and the regulations promulgated thereunder.

(K)

Application of Code Section 409A. Although neither the Committee nor any member of the Group guarantees any particular tax treatment to a US Participant, awards granted pursuant to this Schedule are intended to be exempt from Section 409A of the Code under the exception for short-term deferrals set forth in Section 1.409A-1(b)(4) of the United States Income Tax Regulations (which requires, in the case of an employer with a fiscal year ending 31 December, that Shares in satisfaction of an award be transferred to the US Participant no later than 15 March of the calendar year following the calendar year in which the award is no longer subject to a substantial risk of lapsing) and shall be limited, construed and interpreted in accordance with such intent.

(L)	*Withholding* . Notwithstanding anything contained herein to the contrary, all Share releases and cash payments to US Participants contemplated hereunder shall be subject, to the extent applicable, to all applicable tax and withholding rules.

(M)	*Effective Date* . This Schedule will be effective on the Adoption Date.

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SCHEDULE 2

Plan applicable to Elsevier Reed Finance BV

If the Committee wishes to grant Awards to employees of Elsevier Reed Finance BV ( ERF ), or to employees of companies under the Control of ERF, it may grant Awards pursuant to this Schedule and the following provisions will apply.

(A)	The Rules will apply to the grant of Awards under this Schedule, subject to the modifications contained in the following paragraphs.

(B)	In this Schedule, terms will have the same meaning as in Rule 1 unless modified by this Schedule.

(C)	The definition of Group will be construed as including ERF and every company which is under the Control of ERF.

(D)	Awards will not be granted under this Schedule without the agreement of the supervisory board of ERF.

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SCHEDULE 3

Cash Alternative

If deemed necessary or desirable in respect of tax, regulatory or legal country specific requirements (e.g. exchange control and securities laws) in the countries in which the Plan operates then, notwithstanding any provision to the contrary in these Rules:

(A)

The Committee may decide to satisfy an Award by paying to the Participant an amount equal to the market value (as determined in its discretion) of the number of Shares which would otherwise be transferred following vesting or exercise (as applicable) or an amount determined on such other reasonable basis as the Committee may decide (which could for example, allow for the deduction of any applicable expenses).

(B)	The Committee may grant an Award on the basis that it will be satisfied in cash, as opposed to Shares, as set out in (A) above.

Unless the Committee determines otherwise, the Rules will apply as if any Award granted or to be satisfied pursuant to this Schedule involves a right to, or interest in, Shares for the purposes of determining whether Dealing Restrictions are in place at the Date of Grant, Vesting, exercise, release or surrender of any such Award.

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Exhibit 5.1

LOGO


			LONDON
			65 Fleet Street London EC4Y 1HS
The Directors	T	+	44 20 7936 4000
Reed Elsevier PLC	Direct T	+	44 20 7832 7419
1-3 Strand	F	+	44 20 7832 7001
London	Direct F	+	44 20 7108 7419
WC2N 5JR			LDE No 23
	E		nicholas.squire@freshfields.com
	W		freshfields.com

	DOC ID		LON30923468/10
	OUR REF		NSS/AG
	YOUR REF
	CLIENT MATTER NO .		103037-0125

21 July 2014

Dear Sirs

Reed Elsevier PLC – registration statement on Form S-8

1.	I NTRODUCTION

This opinion is given in connection with the registration under the United States Securities Act of 1933, as amended (the Act ), of 500,000 ordinary shares of 14 51/116 pence each (the Shares ) in the capital of Reed Elsevier PLC, a company registered in England and Wales under registration number 00077536 (the Company ), to be transferred in satisfaction of awards granted pursuant to the Reed Elsevier Group plc Restricted Share Plan 2014 as adopted by the remuneration committee of the board of directors of the Company on 17 February 2014 (the Plan ).

We understand that a registration statement on Form S-8 (the Registration Statement ) is being filed under the Act with respect to the Shares. We understand that some or all of the Shares are to be transferred in the future from time to time in satisfaction of awards granted pursuant to the Plan.

2.	D OCUMENTS EXAMINED AND A SSUMPTIONS

2.1 We are acting as English legal advisers to the Company for the purposes of giving this opinion. In so acting, we have examined:

(a)	a certified copy of the Registration Statement to be filed under the Act;

Freshfields Bruckhaus Deringer LLP is a limited liability partnership registered in England and Wales with registered number OC334789. It is authorised and regulated by the Solicitors Regulation Authority. For regulatory information (including information relating to the provision of insurance mediation services) please refer to www.freshfields.com/support/legalnotice.

A list of the members (and of the non-members who are designated as partners) of Freshfields Bruckhaus Deringer LLP and their qualifications is available for inspection at its registered office, 65 Fleet Street, London EC4Y 1HS. Any reference to a partner means a member, or a consultant or employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms or entities.

Abu Dhabi Amsterdam Bahrain Barcelona Beijing Berlin Brussels Cologne Dubai Düsseldorf Frankfurt am Main

Hamburg Hanoi Ho Chi Minh City Hong Kong London Madrid Milan Moscow Munich New York Paris Rome

Shanghai Singapore Tokyo Vienna Washington

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(b)	the certificate from the Company Secretary of the Company addressed to Freshfields Bruckhaus Deringer LLP dated 21 July 2014 and the documents attached thereto (the *Secretary’s Certificate* ); and

(c)

certificates of incorporation extracted from the Companies House register on 21 July 2014 and confirmation on our request by Central Registry of Winding-Up Petitions by telephone that no application, petition, order or resolution for the administration or winding up of the Company and no notice of appointment of, or intention to appoint, a receiver or administrator in respect of the Company exists,

and relied upon the statements as to factual matters contained in or made pursuant to each of the above mentioned documents and confirmations. Where relevant facts material to this opinion were not independently established, we have relied upon statements of officers for the Company.

2.2 For the purposes of rendering this opinion, we have assumed, without further enquiry, that:

(a)	each of the statements contained in the Secretary’s Certificate is currently true and accurate;

(b)	all signatures on executed documents which, or copies of which, we have examined are genuine;

(c)	there are no facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the documents listed in the Secretary’s Certificate or which have not been disclosed to us that may affect the opinions expressed in this opinion;

(d)

all original documents submitted to us are authentic and complete and all copies of documents supplied to us as photocopies or facsimile copies conform to the originals and are authentic and complete, however, we confirm that we have examined all documents, agreements and other materials known to us that we consider necessary for the purposes of issuing this opinion;

(e)

the Shares referred to above to be transferred in satisfaction of awards granted pursuant to the Plan were or will be allotted, issued and paid for in accordance with (i) the articles of association of the Company in force at the relevant time; and (ii) the relevant provisions of the United Kingdom Companies Act in force at the relevant time;

(f)	the subscription price per Share was or will be no less than the nominal value of a share in the capital of the Company and was or will be fully paid to the Company on issue of the Shares;

(g)	the Plan has not been amended or altered and remains in full force; and

(h)	each of the foregoing assumptions were true and accurate at and immediately prior to the time of the issue of the relevant Shares.

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3.	L EGAL O PINION

On the basis of, and subject to, the foregoing and the qualifications referred to below, and having regard to such considerations of English law in force at the date of this letter as we consider relevant, we are of the opinion that the Shares, or any portion thereof, when transferred in satisfaction of awards granted pursuant to the Plan after the Registration Statement has become effective under the Act have been validly issued, fully paid and non-assessable.

For the purposes of this opinion, we have assumed that the term “non-assessable” in relation to the Shares means that the holders of such Shares are not liable solely because of their shareholder status for additional assessments or calls on the Shares by the Company or its creditors once the Shares are fully paid.

4.	Q UALIFICATIONS

This opinion is subject to the following qualifications:

(a)

the opinion is limited to English law as currently applied by the English courts and is given on the basis that it will be governed by and construed in accordance with current English law. Accordingly, we express no opinion with regard to any system of law other than the law of England as currently applied by the English courts;

(b)	by giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect;

(c)	this opinion is subject to all applicable laws relating to insolvency, administration, re-organisation, liquidation or analogous circumstances and other similar laws of general applications relating to or affecting generally the enforcement of rights and remedies from time to time; and

(d)

the opinion is addressed to you for your benefit in connection with the Company’s Registration Statement. We hereby give such consent in relation to the filing of this letter as an exhibit to the Registration Statement. In giving this consent we do not admit that we are in the category of persons where consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

5.	G OVERNING L AW

5.1 This opinion and any non-contractual obligations arising out of or in relation to this opinion are governed by English law.

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6.	J URISDICTION

6.1 The English courts shall have exclusive jurisdiction, to which you and we submit, in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this opinion, including, without limitation, disputes arising out of or in connection with: (i) the creation, effect or interpretation of, or the legal relationships established by, this opinion; and (ii) any non-contractual obligations arising out of or in connection with this opinion.

Yours faithfully

Exhibit 5.2

To the executive members of the Board of Reed Elsevier NV

Radarweg 29

1043 NX

Amsterdam

The Netherlands

Dear Sirs/Madam

Re: Registration Statement on Form S-8 (the “Registration Statement”)

1. This opinion is given in connection with the registration under the United States Securities Act of 1933, as amended (the “Act”) of 350,000 Ordinary Shares, nominal value €0.07 per share (“Ordinary Shares”), of Reed Elsevier NV, a listed public limited liability company duly incorporated and existing under the laws of the Netherlands (the “Company”), to be issued in connection with the Reed Elsevier Group plc Restricted Share Plan 2014 (the “Plan”).

2. This opinion is limited to the laws of The Netherlands as applied by The Netherlands courts and is given on the basis that it will be governed by and be construed in accordance with the law of The Netherlands.

3. I have examined and relied on copies of such corporate records and other documents, including the Registration Statement, and reviewed such matters of Dutch law as I have deemed necessary or appropriate for the purpose of this opinion.

4. On the basis of, and subject to, the foregoing and having regard to such consideration of the laws of The Netherlands in force at the date of this letter as I consider relevant, I am of the opinion that (i) the Company has been duly organised and is an existing company in good standing under the law of The Netherlands and (ii) any Ordinary Shares to be issued by the Company pursuant to and in accordance with the Plan will be legally and validly issued, fully paid and non-assessable (ie no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason only of their being such holders).

I consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 relating to such Ordinary Shares. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act.

Yours faithfully

/s/ Jans van der Woude

Jans van der Woude

Company Secretary

Date: 22 July 2014

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REED ELSEVIER PLC CONSOLIDATED FINANCIAL STATEMENTS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of Reed Elsevier PLC (which report expresses an unqualified opinion and includes an explanatory paragraph relating to Reed Elsevier PLC’s adoption of International Accounting Standards 19 Employee Benefits (revised)) and the effectiveness of Reed Elsevier PLC’s internal control over financial reporting dated February 26, 2014, appearing in the Annual Report on Form 20-F of Reed Elsevier PLC and Reed Elsevier NV for the year ended December 31, 2013.

/s/ Deloitte LLP

London, United Kingdom

July 22, 2014

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REED ELSEVIER NV CONSOLIDATED FINANCIAL STATEMENTS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of Reed Elsevier NV (which report expresses an unqualified opinion and includes an explanatory paragraph relating to Reed Elsevier NV’s adoption of International Accounting Standards 19 Employee Benefits (revised)) and the effectiveness of Reed Elsevier NV’s internal control over financial reporting dated February 26, 2014, appearing in the Annual Report on Form 20-F of Reed Elsevier PLC and Reed Elsevier NV for the year ended December 31, 2013.

/s/ Deloitte Accountants B.V.

Amsterdam, The Netherlands

July 22, 2014

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REED ELSEVIER COMBINED FINANCIAL STATEMENTS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the combined financial statements of Reed Elsevier PLC, Reed Elsevier NV, Reed Elsevier Group plc and Elsevier Reed Finance BV and their respective subsidiaries, associates and joint ventures (together “the Combined Businesses”) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Combined Businesses’ adoption of International Accounting Standards 19 Employee Benefits (revised)) and the effectiveness of the Combined Businesses’ internal control over financial reporting dated February 26, 2014, appearing in the Annual Report on Form 20-F of Reed Elsevier PLC and Reed Elsevier NV for the year ended December 31, 2013.


/s/ Deloitte LLP				/s/ Deloitte Accountants B.V.
London, United Kingdom				Amsterdam, The Netherlands
July 22, 2014				July 22, 2014