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                                                                   Exhibit 10.35



                       ACTION BY UNANIMOUS WRITTEN CONSENT
                                     OF THE
                               BOARD OF DIRECTORS
                                       OF
                                  PEARSON INC.

The undersigned, being all of the members of the Board of Directors of Pearson
Inc. (the "Board"), a Delaware corporation (the "Corporation"), pursuant to the
authority of Section 141(f) of the Delaware General Corporation Law, do hereby
take the following actions and adopt the following resolutions, effective as of
November 20, 2003:

      WHEREAS, the Corporation maintains the Pearson Pension Plan (the "Pension
      Plan"), the Pearson Retirement Plan (the "401(k) Plan"), and the Pearson
      Share Bonus Plan (the "Share Bonus Plan"), the Pearson Inc. Excess
      Retirement Plan (the "Excess Plan") and the Pearson Inc. Supplemental
      Executive Retirement Plan (the "SERP"), (collectively, the "Benefit
      Plans") for the benefit of certain of its employees and the employees of
      its affiliates;

      WHEREAS, Section 9.2 of the Pension Plan provides that the Pension Plan
      shall be administered by the retirement committee appointed by the Board,
      and that the retirement committee shall have the responsibilities, duties
      and powers delegated to it in the Pension Plan and any responsibilities
      not specifically delegated to anyone else;

      WHEREAS, Section 9.1 of the 401(k) Plan provides that the Corporation, as
      administrator and named fiduciary of the 401(k) Plan may delegate any of
      its powers, authority, duties or responsibilities to a person or committee
      of persons;

      WHEREAS, Section 9.2(a) of the Stock Bonus Plan provides that the Board
      may appoint an administrative committee with responsibility for
      administration of the Stock Bonus Plan;

      WHEREAS, Section 9.1 of the Excess Plan provides that the Excess Plan
      shall be administered by a committee appointed by the Board;

      WHEREAS, Section 8.1 of the SERP provides that the SERP shall be
      administered by a benefits committee appointed by the Board, and that the
      benefits committee shall have full discretionary authority to determine
      all questions arising in connection with the SERP;

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      WHEREAS, the Corporation desires to amend the Benefit Plans (i) to
      establish new committee structures consisting of separate administrative,
      investment and plan design committees, and (ii) to enable the plan design
      committee to make certain amendments to the Benefit Plans; and

      WHEREAS, the Board desires to amend the Excess Plan (i) to provide for
      annual (rather than quarterly) modifications to excess salary reduction
      contributions elections, and (ii) to provide for the suspension or
      termination of a participant's election on account of an "unforeseeable
      emergency."

      NOW THEREFORE BE IT

      RESOLVED, that the Corporation hereby establishes a Plan Design Committee
      to investigate and make recommendations regarding design changes with
      respect to the Benefit Plans and take such other actions as prescribed by
      the Board, including adopting amendments to the Benefit Plans, provided
      that no amendment made pursuant to this delegation of authority shall
      materially increase the cost of such Benefit Plan to the Corporation, and
      hereby appoints Bob Arthur (Chair), Jim O'Connor, Stefan Peterson, Karen
      Hunter, Fran Shields-Dedeian and Christine Trum to serve on such
      committee, subject to each of them accepting such appointment;

      RESOLVED, that the Corporation hereby establishes an Investment Committee
      to oversee the investment of assets for the Benefit Plans and take such
      other actions as prescribed by the Board, and hereby appoints Michael Day
      (Chair), Michael Fortini and Christine Sampson to serve on such committee,
      subject to each of them accepting such appointment;

      RESOLVED, that the Corporation hereby establishes an Administrative
      Committee to have authority and discretion to administer the Benefit Plans
      and take such other actions as prescribed by the Board, and hereby
      appoints Christine Trum (Chair) and Bob Arthur to serve on such committee,
      subject to each of them accepting of such appointment;

      RESOLVED, that the Pension Plan is hereby amended in accordance with the
      Instrument of Amendment attached hereto as Exhibit A;

      RESOLVED, that the Share Bonus Plan is hereby amended in accordance with
      the Instrument of Amendment attached hereto as Exhibit B;

      RESOLVED, that the Retirement Plan is hereby amended in accordance with
      the Instrument of Amendment attached hereto as Exhibit C;

      RESOLVED, that the Excess Plan is hereby amended in accordance with the
      Instrument of Amendment attached hereto as Exhibit D;

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      RESOLVED, that the SERP is hereby amended in accordance with the
      Instrument of Amendment attached hereto as Exhibit E; and

      RESOLVED, that the appropriate officers of the Corporation are hereby
      authorized and directed to execute and amend such documents and to take
      such further actions as they, in their judgment and discretion, deem
      necessary or appropriate to effectuate fully the purpose and intent of the
      foregoing resolutions.

      IN WITNESS WHEREOF, the undersigned, being all of the members of the Board
of Directors of the Corporation, have executed this written consent as of the
date first written above.


                                                  David Bell

                                                  Rona Fairhead

                                                  Phillip Hoffman

                                                  Jeffrey Taylor

                                                  Thomas Wharton