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                                                                   Exhibit 10.34


                        CONSENT TO ACTION WITHOUT MEETING
                                       OF
                             THE BOARD OF DIRECTORS
                                       OF
                                  PEARSON, INC.

      The undersigned, being all the Directors of Pearson, Inc. (the "Company")
do hereby consent to the adoption of the following resolutions as fully as if
such actions had been authorized by vote of Directors of the Company at a duly
called and held meeting thereof:

      RESOLVED, that the Pearson, Inc. Pension Plan (the "Plan") shall be
amended as provided in attached Schedule A to (i) clarify rules applicable to
timing of distributions of benefits subject to a qualified domestic relations
order, and (ii) provide that the service requirements for the AWL grandfathered
benefit for a former Harper Collins employee shall be based on his vesting
period of service.

      RESOLVED, that the officers of the Company are hereby authorized to take
any actions necessary to implement the above resolutions including, but not
limited to, executing amendments to the Plan document.

      IN WITNESS WHEREOF, the undersigned have executed this consent which may
be executed in counterparts as of the date set forth below:

Dated: May 30, 2002

              /s/ David Bell
      __________________________________
              David Bell

              /s/ Thomas Wharton
      __________________________________
              Thomas Wharton

              /s/ John Fallon
      __________________________________
              John Fallon


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                                                                       EXHIBIT A

                                  AMENDMENT TO
                          THE PEARSON INC. PENSION PLAN

The Pearson Inc Pension Plan is amended as follows:

      1)    Effective as of October 1, 2002, paragraph (e) of Section 3.5 is
            replaced in its entirety with the following language:

            "(e)  Grandfathered AWL Benefits. In the case of a Participant who
                  is an AWL Participant and who had attained age 45 and had a
                  Benefit Accrual Period of Service of at least ten years as of
                  November 30, 1998, a benefit equal to the Retirement Benefit
                  the Participant would have received based on his Benefit
                  Accrual Period of Service and Compensation through his
                  Termination of Employment if the benefit formula in effect
                  under the AWL Plan November 29, 1998 (as set forth in Schedule
                  E to this Plan) had continued. Notwithstanding the foregoing,
                  an AWL Participant who was employed by Harper Collins prior to
                  April 1, 1996 and who was transferred to AWL as of April 1,
                  1996 will be deemed to satisfy the requirements of the prior
                  sentence if he had attained age 45 and had a Vesting Period of
                  Service of at least ten years as of November 30, 1998."

      2)    Effective as of January 1, 2002, Section 6.5 is replaced in its
            entirety with the following language:

            "6.5  ELECTION TO RECEIVE DISTRIBUTION BEFORE NORMAL RETIREMENT
                  DATE.

            (a)   A Participant who (1) has a Termination of Employment or
                  incurs a Permanent Disability before his Normal Retirement
                  Date, and (2) has a Vested Interest, the Actuarial Equivalent
                  present value of which exceeds $5,000 as of the Participant's
                  Annuity Starting Date (or at the time of any prior
                  distribution), may elect to have distribution of the Actuarial
                  Equivalent of his Vested Interest commence prior to his Normal
                  Retirement Date and as of a date specified in Section 6.5(b).

            (b)   A Participant described in Section 6.5(a) may elect at any
                  time during the six month period following his Termination of
                  Employment (or, if later, the date the notice described in
                  Section 6.9 is provided) to begin receiving a distribution of
                  this Vested Interest as of the first day of the month
                  following his Termination of Employment. If a Participant
                  described in Section 6.5(a) does not elect distribution of his
                  benefit within six months after his Termination of employment
                  (or, if later, the date the notice described in Section 6.9 is
                  provided), then such

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                  Participant may elect to begin receiving a distribution of his
                  benefits as of the first day of any month coincident with or
                  next following his Early Retirement Date, but before his
                  Normal Retirement Date. See Section 12.2(a) for special rules
                  regarding the election of a distribution prior to a
                  Participant's Early Retirement Date in the event that the
                  Participant's Retirement Benefit is suspended as a result of a
                  domestic relations order.

                  A Participant's election under this Section 6.5 must be made
                  during the period specified in Section 6.9 for the waiver of a
                  Qualified Joint and Survivor Annuity."

      3)    Effective as of January 1, 2002, paragraph (a) of Section 12.2 is
            replaced in its entirety with the following language:

            "(a)  QUALIFIED DOMESTIC RELATIONS ORDERS. Section 12.1 shall not
                  apply to the creation, assignment or recognition of a right to
                  the Retirement Benefit of a Participant pursuant to a
                  qualified domestic relations order (as defined in Section
                  414(p) of the Internal Revenue Code). The Retirement Committee
                  shall establish reasonable procedures for determining whether
                  a domestic relations order is a qualified domestic relations
                  order and for administering distributions under a qualified
                  domestic relations order. The provision soft he Plan regarding
                  the form and timing of benefit distributions shall apply to
                  benefits subject to qualified domestic relations orders except
                  as provided in the following sentences. In the event that the
                  benefit under the Plan of the Participant who meets the
                  requirements of Section 6.5(a), in the discretion of the plan
                  Administrator, becomes subject to a domestic relations order
                  (as defined in Section 414(p)(1)(B) of the Internal Revenue
                  Code), then the six-month election period provided in Section
                  6.5(b) shall be suspended until the date on which a final
                  determination is made as to whether the order constitutes a
                  qualified domestic relations order (as defined in Section
                  414([)(1)(A) of the Internal Revenue Code). In the case of an
                  alternate payee under a qualified domestic relations, the
                  alternate payee may elect to receive distribution of any
                  benefit to which he is entitled I the form of a single cash
                  payment or any other available form at any time on or after
                  the Participant's Earliest Retirement Age (as defined in
                  Section 414(p)(4) of the Internal Revenue Code)."