performance required for the individual Performance Goal, and shall adjust such components to eliminate the positive and negative effects of extraordinary items, including acquisitions (including effects in 2006 from the proposed merger with VNU NV), and changes in accounting principles from 2005, including the adoption of FAS123R, provided that no such adjustment is authorized or may be made with respect to a Covered Employee if and to the extent that such authorization or adjustment would cause the Performance Goal not to meet the applicable requirements of Treasury Regulation § 1.162-27(e)(2) under the Code.  In addition, the Committee retains “negative discretion” to limit or eliminate the amount payable in settlement of any Award.

Part II.  Award Payout/PERS Grant

                A participant’s annual incentive award earned under the AIP for 2007 performance will be payable promptly upon determination by the Committee, and in no event more than 2.5 months after the end of the Company’s 2007 fiscal year, unless such award is validly deferred under a deferral plan of the Company.  In addition, PERS will be granted to such participant at the time the annual incentive award is payable to the participant (disregarding any elective deferral) in an amount equal to the amount of such annual incentive divided by the average fair market value based on the average high/low stock price per share of Company Common Stock over the final 20 trading days of 2007.  Unless otherwise determined by the Committee (and subject to the terms of the AIP and any employment agreement or change-in-control agreement between the participant and the Company), no amount will be payable under the AIP and no PERS will be granted to a participant who does not remain employed by the Company or a subsidiary at the payment date determined by the Committee under this Part II.

Part III. Participants and Target Award Opportunities

The participants in the AIP and PERS Plan for 2007, and the target Award opportunities of each, are set forth by the Chairman of the Board and Chief Executive Officer and approved by the Committee annually, and may from time to time be revised or supplemented.  AIP award opportunities are designated under the AIP.  With respect to PERS, Award opportunities and shares that may be issued or delivered in settlement of PERS shall be governed by and drawn from the ESIP.  The foregoing notwithstanding, the Chief Executive Officer of the Company may modify or cancel any Award opportunity or Award granted to any participant in order to comply with local laws or customs in any jurisdiction other than the United States, or to avoid undue administrative expense with respect to such foreign jurisdiction, but no such modification or cancellation is authorized with respect to a person likely to be a Covered Employee as defined in the AIP at the time compensation is payable hereunder.