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                                                                   Exhibit 10.33


                       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., 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, as of December
__, 2002:

      RESOLVED, that the Pearson Inc. Pension Plan (the "Plan") is hereby
      amended, effective as of January 1, 2002, in accordance with the document
      attached hereto as EXHIBIT A, (i) to clarify rules applicable to timing of
      distributions of benefits subject to a qualified domestic relations order
      and (ii) to incorporate changes required to comply with the applicable
      provisions of the Economic Growth and Tax Relief Reconciliation Act of
      2001 ("EGTRRA"); and be it further

      RESOLVED, that The Pearson Share Bonus Plan is hereby amended, effective
      as of January 1, 2002, in accordance with the document attached hereto as
      EXHIBIT B, to incorporate changes required to comply with the applicable
      provisions of EGTRRA; and be it further

      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, may deem
      necessary or appropriate to effectuate fully the purpose and intent of the
      foregoing resolution.

      This consent may be executed in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same document, and all signatures need not
appear on any one counterpart.

      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.

              /s/ Thomas Wharton                      /s/ Rona Fairhead
            _____________________                   _____________________
              Thomas Wharton                          Rona Fairhead

               /s/ John Fallon                        /s/ Phillip Hoffman
            _____________________                   _____________________

               John Fallon                            Phillip Hoffman
<PAGE>

                                                                       EXHIBIT A

                                AMENDMENT 2002-2
                                       TO
                          THE PEARSON INC. PENSION PLAN

The Pearson Inc. Pension Plan is amended effective as of January 1, 2002 (except
as otherwise provided) as follows:

1)    Section 1.8 (definition of Average Annual Compensation) is replaced in its
      entirety with the following language:

"1.8 AVERAGE ANNUAL COMPENSATION - the amount determined under paragraph (a) or
(b) as set forth below:

      (a)   Subject to Paragraph (b), a Participant's average annual
            Compensation for the five consecutive calendar years out of the most
            recent ten calendar years during which the Participant received the
            highest Compensation. If a Participant has not been employed for
            five full calendar years then Average Annual Compensation shall be
            based on a Participant's average annual Compensation for the total
            number of his years and months of employment not in excess of five
            years.

      (b)   In the case of a Pearson Participant, Average Annual Compensation
            determined as of a date prior to January 1, 2000 shall be equal to
            the product of 12 and the Participant's average monthly Compensation
            during the 60 consecutive months in which the Participant received
            the greatest aggregate amount of Compensation out of the 120 months
            immediately prior to such date (or, if earlier, the Participant's
            Termination of Employment). In the case of a Participant who is
            employed for a period of less than 60 consecutive months

                                        1
<PAGE>

            prior to January 1, 2000, the Participant's Average Annual
            Compensation as of this date shall be based on his entire period of
            service.

            In determining Average Annual Compensation for this paragraph (b)
            any month which is not included in the Participant's Benefit Accrual
            Period of Service and during which the Participant either (1) has a
            Termination of Employment, Retirement or dies; or (2) does not
            perform any service (or performs service for less than 75% of the
            time that an Employee performing the same services and working on a
            full-time basis would perform) shall be disregarded.

      (c)   With respect to a determination of Average Annual Compensation for
            any Plan Year beginning on or after January 1, 1994 and prior to
            January 1, 2002 (i) Compensation shall not exceed the limitations on
            compensation under Section 401(a)(17) of the Internal Revenue Code
            (adjusted to reflect increases in the cost of living applicable
            before January 1, 2002); and (ii) any adjustments in the 401(a)(17)
            limitation to reflect increases in the cost of living for a calendar
            year shall not apply to Compensation for the 12-consecutive month
            period prior to the 12-consecutive month period which includes the
            first day of the calendar year.

      (d)   With respect to a determination of Average Annual Compensation for
            any Plan Year beginning on or after January 1, 2002 the following
            rules shall apply: (i) for purposes of Section 3.2, Compensation
            shall not be recognized for Plan Years beginning on or after January
            1, 2002; (ii) for purposes other than Section 3.2, Compensation for
            a Plan Year on or after January 1, 2002, shall not exceed $200,000
            (adjusted to reflect increases in the cost of living)

                                        2
<PAGE>

            and Compensation for any Plan Year prior to January 1, 2002 shall
            not exceed the limitations on compensation under Section 401(a)(17)
            of the Internal Revenue Code applicable to that Plan Year, and (iii)
            any adjustments in the 401(a)(17) limitations to reflect increases
            in the cost of living for a calendar year shall not apply to
            Compensation for the 12-consecutive month period prior to the
            12-consecutive month period which includes the first day of the
            calendar year."

2) Effective as of January 1, 2002, Section 1.16 (definition of Compensation) is
replaced in its entirety with the following language:

"1.16 COMPENSATION - the applicable of (a), (b) or (c) below:

      (a)   The following definition shall apply for purposes of determining
            Compensation on or after January 1, 1999, for an Employee who is
            credited with an Hour of Service on or after September 1, 1999 - a
            monthly amount equal to all remuneration paid or made available for
            any calendar month by an Employer to an Employee for the Employee's
            services as salary, wages and including (1) sales related incentive
            payments and bonuses, (2) non-sales related bonuses, but not in
            excess of 50% of the amount of an Employee's annual rate of base pay
            as of December 31st of the prior year, (3) pay at premium rates
            (holiday, overtime or other), (4) amounts contributed on behalf of
            the Employee to a cafeteria plan or a cash or deferred arrangement
            and not includible in income under Section 125 or 402(g) of the
            Internal Revenue Code, (5) effective as of January 1, 1998, amounts
            if any, not payable to the Participant in cash because the
            Participant is unable to certify that he has other health coverage
            as part of the enrollment process provided that the Employer does
            not request or collect information regarding the Participant's other
            health

                                        3
<PAGE>

            coverage as part of the enrollment process ("Deemed Section 125
            Amounts"), (6) amounts excluded from income under Section 132(f) of
            the Internal Revenue Code, (7) unused vacation pay, (8) allowance
            for auto use, and (9) unused sick pay bonus, but excluding (1)
            severance pay, (2) any amounts paid for that month on account of the
            Employee under this Plan or under any other employee pension benefit
            plan (as defined in Section 3(2) of ERISA), (3) any amounts realized
            upon exercise of stock options granted by the Employer, and (4) any
            other amounts which are not includible in the Employee's income for
            federal income tax purposes.

      (b)   The following definition shall apply for purposes of determining
            Compensation for either (1) periods prior to January 1, 1999 or (2)
            in the case of an Employee who is not credited with an Hour of
            Service on or after September 1, 1999, all periods - compensation as
            defined in paragraph (a) except that the amount of bonuses
            includable in compensation shall be determined as follows: (1) in
            the case of bonuses paid to an AWL Participant or a Former Simon &
            Schuster Participant for periods prior to December 31, 1990, 100% of
            the amount of the bonus shall be includable in Compensation; (2) in
            the case of bonuses paid to an AWL Participant or a Former Simon &
            Schuster Participant for periods on or after January 1, 1991, annual
            bonus amounts which are not in excess of 50% of the Participant's
            base salary for that calendar year shall be includable in
            Compensation; (3) in the case of bonuses paid to an Employee other
            than an AWL Participant or a Former Simon & Schuster Participant,
            100% of

                                        4
<PAGE>

            annual sales related incentive bonuses and annual non-sales related
            bonus amounts which are not in excess of 20% of the Employee's
            annual rate of base pay on December 31st of the prior year shall be
            includable in Compensation.

      (c)   In the case of an AWL Participant or a Former Simon & Schuster
            Participant Compensation for periods prior to January 1, 1986 shall
            be determined under Schedule E.

      (d)   In the case of an individual employed by The Economist, Compensation
            shall include amounts paid by The Economist for any period during
            which the individual's service for The Economist is included in his
            Period of Service.

            For purposes of Sections 4.1, 4.2, and 4.3, Compensation shall mean
            compensation as that term is used in Section 415(b)(3) of the
            Internal Revenue Code except such amounts shall not include Deemed
            Section 125 Amounts. For Plan Years beginning on or after January 1,
            1994, an Employee's Compensation shall not exceed $150,000 (or such
            higher amount as may be determined by the Secretary of the Treasury
            in accordance with Section 401(a)(17) of the Internal Revenue Code
            to reflect increase in the cost of living before January 1, 2002).
            For Plan Years beginning on or after January 1, 2002, an Employer's
            compensation shall not exceed $200,000 (or such higher amount as may
            be determined by the Secretary of the Treasury in accordance with
            Section 401(a)(17) of the Internal Revenue Code to reflect increases
            in the cost of living). Notwithstanding the foregoing, for purposes
            of Section 3.2

                                        5
<PAGE>

            no Compensation shall be recognized for Plan Years beginning on or
            after January 1, 2002."

3)    With respect to a Participant with an Hour of Service on or after January
      1, 2002, Section 4.2 Maximum Retirement Benefit is replaced in its
      entirety with the following language:

"4.2 MAXIMUM RETIREMENT BENEFIT. Notwithstanding any other provisions of this
Plan:

      (a)   Subject to Sections 4.2(b), (c) and (d), the Retirement Benefit of a
            Participant shall be reduced to the extent that it (plus, if
            applicable, the aggregate retirement benefit to which the
            Participant is entitled under all other Defined Benefit Plans in
            which he was a participant) exceeds the lesser of:

            (1)   $160,000 (or such higher amount as may be permitted under
                  Section 415(d) of the Internal Revenue Code to reflect
                  increases in the cost of living); and

            (2)   100% of the Participant's average Compensation during the
                  three consecutive Plan Years in which the Participant received
                  the greatest amount of Compensation. No reduction shall be
                  required under this Section 4.2(a) in the case of a
                  Participant who never participated in a Defined Contribution
                  Plan if the Participant's Retirement Benefit (plus, if
                  applicable, the Participant's retirement benefit under all
                  other Defined Benefit Plans) does not exceed $10,000.

      (b)   The following adjustments shall be made in applying the limitations
            of Sections 4.2(a):

                                        6
<PAGE>

            (1)   If a Participant's Retirement Benefit (or a retirement benefit
                  to which the Participant is entitled under any other Defined
                  Benefit Plan) is payable in a form other than an Annual
                  Benefit, the Retirement Benefit shall be adjusted so that it
                  is the Actuarial Equivalent of an Annual Benefit, except that
                  the following shall not be taken into account: (A) any
                  ancillary benefit that is not related to retirement income
                  benefits and (B) the survivor annuity provided under the
                  portion of any annuity that constitutes a Qualified Joint and
                  Survivor Annuity.

            (2)   Effective for a Participant with an Hour of Service on or
                  after January 1, 2002, the dollar limitation set forth in
                  Section 4.2(a)(1) shall be adjusted as set forth below:

                  (A)   If distribution of a Participant's Retirement Benefit
                        begins before the Participant's attainment of age 62
                        then the limitation shall be reduced from the limitation
                        on an Annual Benefit beginning at the Participant's
                        attainment of age 62 to an Actuarial Equivalent Annual
                        Benefit payable at the time the Participant's benefit
                        commences.

                  (B)   If distribution of a Participant's Retirement Benefit
                        begins after the Participant's attainment of age 65 the
                        limitation shall be increased (in accordance with
                        regulations promulgated by the Secretary of the
                        Treasury) so that it equals the amount of an Annual
                        Benefit beginning at the time distribution of the
                        Participant's Retirement Benefit begins, which is the
                        Actuarial

                                        7
<PAGE>

                        Equivalent of an Annual Benefit equal to the dollar
                        limitation set forth in Section 4.2(a)(1) beginning as
                        of the Participant's attainment of age 65.

            (3)   In the case of a Participant with less than ten years of
                  participation in the Plan or less than ten Vesting Years of
                  Service:

                  (A)   the dollar limitation set forth in Section 4.2(a)(1)
                        shall be multiplied by a fraction the numerator of which
                        is the aggregate number of the Participant's years of
                        participation in the Plan at the time the determination
                        is made and the denominator of which is ten, and

                  (B)   the percentage limitation set forth in Section 4.2(a)(2)
                        and the $10,000 minimum benefit referred to in the last
                        sentence of Section 4.2(a) shall be multiplied by a
                        fraction the numerator of which is the aggregate number
                        of the years of the Participant's Vesting Years of
                        Service at the time the determination is made and the
                        denominator of which is ten.

            (4)   For purposes of adjusting a Participant's Retirement Benefit
                  under Section 4.2(b)(1) and (2), the adjusted limitation shall
                  be the lesser of: (1) such limitation determined by applicable
                  factors based on the factors specified in Schedule B, and (2)
                  subject to the following sentence, an amount computed based on
                  the mortality table specified in paragraph (1)(a) of Schedule
                  B ("Applicable Mortality Table") and an interest rate of 5%.
                  For purposes of Section 4.2(b)(1), in the case of a

                                        8
<PAGE>

                  distribution in the form of a lump sum (or other forms which
                  are not nondecreasing annuities) an amount computed based on
                  the applicable mortalities and the interest rate specified in
                  paragraph 2(a) of Schedule B.

      (c)   The Retirement Benefit of a Participant who was a Participant in the
            Plan or a participant in a Prior Plan before January 1, 1987 shall
            not be reduced under any other provisions of this Section 4.2 to the
            extent that it does not exceed the Participant's Retirement Benefit
            accrued as of that date and determined in accordance with the
            requirements of Section 415 of the Internal Revenue Code in effect
            on that date and without regard to amendments to the Plan after May
            5, 1986. The Retirement Benefit of a Participant who was a
            Participant in the Plan or a participant in a Prior Plan before
            January 1, 1983 shall be similarly protected.

      (d)   Effective for Participants with Annuity Starting Dates that begin in
            Plan Years prior to January 1, 2000, if a Participant is a
            participant in any Defined Contribution Plan, the Participant's
            Retirement Benefit shall be reduced to the extent that it causes the
            sum of the Participant's Defined Benefit Plan Fraction and the
            Participant's Defined Contribution Plan Fraction to exceed 1.0 for
            any Plan Year"

4) Section 6.5 of the Plan is amended by adding a new subsection (c) to read in
its entirety as follows:

"6.5  (c) Notwithstanding the foregoing provisions of this Section 6.5, in the
      event that the benefit under the Plan of a Participant who meets the

                                        9
<PAGE>

      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):

            (1) The six-month election period provided in Section 6.5(b) shall
      be suspended while a determination is being made whether the order
      constitutes a qualified domestic relations order (as defined in Section
      414(p)(1)(A) of the Internal Revenue Code); and

            (2) An alternate payee under a qualified domestic relations order
      may elect to receive distribution of his benefit in the form of a single
      cash payment at any time, even prior to the Participant's Termination of
      Employment, or after the expiration of the Participant's six-month
      election period."

5) Section 12.2 is amended by adding the following new subsection (c) to the end
thereof.

      "(c)  RECOVERY OF ERRONEOUS PAYMENTS. Section 12.1 shall not apply to a
            distribution or payment that is made to a Participant or Beneficiary
            in an amount exceeding the amount properly payable under the Plan,
            for whatever reason. The Plan may recover such excess amount
            reducing future benefits payable under the Plan to the Participant
            or Beneficiary."

6) Sections 17.1; 17.2 and 17.3 are replaced in their entirety with the
following language:
:

"17.1 DEFINITIONS. The following definitions apply for purposes of this Article
17:

      (a)   AVERAGE COMPENSATION - a Participant's average annual compensation
            (as defined in Treas. Reg. Section 1.415-2(d)(8) during the five
            consecutive Plan

                                       10
<PAGE>

            Years in which the Participant received the greatest compensation,
            taking into account only Plan Years (1) during which he was a
            Participant, (2) with respect to which the Participant was credited
            with a Vesting Period of Service of one year and (3) ending no later
            than the last day of the last Plan Year during which the Plan was a
            Top Heavy Plan. A Participant's annual compensation used in
            determining his Average Compensation may not exceed $200,000 (or
            such higher amount as may be determined by the Secretary of the
            Treasury in accordance with Section 401(a)(17) of the Internal
            Revenue Code).

      (b)   DETERMINATION DATE - with respect to any plan year of the Plan, a
            Defined Benefit Plan or a Defined Contribution Plan, the last day of
            the preceding plan year (or in the case of the first plan year of a
            plan the last day of that plan year).

      (c)   KEY EMPLOYEE - an Employee or former Employee (and the Beneficiaries
            of such Employee) who at any time during a Plan Year is (1) an
            officer of an Affiliated Company with compensation (as defined in
            Section 414(q)(7) of the Internal Revenue Code) from an Affiliated
            Company greater than $130,000 (as adjusted under Section 416(i)(1)
            of the Internal Revenue Code for years beginning after December 31,
            2002), (2) a Five Percent Owner and (3) an owner of more than one
            percent of an Employer with compensation from an Affiliated Company
            in excess of $150,000. The determination of whether an Employee is a
            Key Employee shall be made in accordance with

                                       11
<PAGE>

            Section 416(i) of the Internal Revenue Code. The Beneficiary of a
            Key Employee shall be treated as a Key Employee.

            Compensation means compensation as defined in Section 415(c)(3) of
            the Code, but including amounts contributed by the employer pursuant
            to a salary reduction agreement which are excludible from the
            employee's gross income under Section 125, 132(f)(4), 402(a)(8),
            402(h) or 403(b) of the Internal Revenue Code. The determination of
            who is a Key Employee will be made in accordance with Section
            416(i)(1) of the Internal Revenue Code and the regulations
            thereunder.

      (d)   PERMISSIVE AGGREGATION GROUP OF PLANS - a group of employee benefit
            plans maintained by an Affiliated Company including a Required
            Aggregation Group of Plans and any other Defined Benefit Plans or
            Defined Contribution Plans which when considered as a group meets
            the requirements of Sections 401(a)(4) and 410 of the Internal
            Revenue Code.

      (e)   REQUIRED AGGREGATION GROUP OF PLANS - a group of employee benefit
            plans maintained by an Affiliated Company including each Defined
            Benefit Plan and Defined Contribution Plan (1) in which any Key
            Employee is or was a Participant at any time during the
            determination period (regardless of whether a Defined Contribution
            Plan or Defined Benefit Plan was in existence during those years) or
            (2) which enables a plan described in clause (a) to meet the
            requirements of Section 401(a)(4) or Section 410 of the Internal
            Revenue Code.

                                       12
<PAGE>

      (f)   TOP HEAVY FRACTION - (1) with respect to the Plan, a fraction in a
            Plan Year the numerator of which is the aggregate of the present
            values of the accrued benefits as of a Determination Date of all
            Participants who are Key Employees and the denominator of which is
            the aggregate of the present values of the accrued benefits as of a
            Determination Date of all Participants or (2) with respect to a
            Required Aggregation Group of Plans or a Permissive Aggregation
            Group of Plans a fraction (A) the numerator of which is the sum of
            (i) the aggregate of the present values of the accrued benefits as
            of the applicable Determination Date of all participants who are Key
            Employees under all Defined Benefit Plans included in that group and
            (ii) the aggregate credit balances as of the applicable
            Determination Date in the accounts of all participants who are Key
            Employees under all Defined Contribution Plans included in the group
            and (B) the denominator of which is the sum of (i) the aggregate of
            the present values of the accrued benefits as of the applicable
            Determination Date of all participants under all Defined Benefit
            Plans included in the Group and (ii) the aggregate credit balances
            as of the applicable Determination Date in the accounts of all
            participants under all Defined Contribution Plans included in the
            group.

            In computing a Top Heavy Fraction for a Plan Year, the following
            rules shall apply: (I) the present value of accrued benefits as of a
            Determination Date under each Defined Benefit Plan and the aggregate
            account balances as of a Determination Date under each Defined
            Contribution Plan shall be increased by the aggregate distributions
            made from that plan to participants during the one-year period
            ending on the Determination Date) (or in the case of distributions
            made other than as a result of termination of

                                       13
<PAGE>

            employment, or death with the five year period ending on the
            Determination Date). The preceding sentence shall also apply to
            distributions under a terminated plan which, had it not been
            terminated, would have been aggregated with the Plan under Section
            416(g)(2)(A)(i) of the Code, (II) the accrued benefit under any
            Defined Benefit Plan and the account balance under any Defined
            Contribution Plan of a participant who has not performed services
            for an Affiliated Company at any time during the one-year period
            ending on the Determination Date shall be disregarded, (III) the
            present value of accrued benefits under a Defined Benefit Plan as of
            a Determination Date and the credit balance under a Defined
            Contribution Plan shall be determined as of that plan's valuation
            date which occurs during the 12-month period ending on the
            Determination Date, (IV) in the case of a Required Aggregation Group
            or a Permissive Aggregation Group, the Determination Date of each
            Plan included in the group shall be the Determination Date that
            occurs in the same calendar year as the Determination Date of the
            Plan, (V) in the case of a Required Aggregation Group or a
            Permissive Aggregation Group, in determining the present value of
            accrued benefits the actuarial assumptions set forth in Schedule B
            shall be used for all Defined Benefit Plans, and (VI) in the case of
            a Required Aggregation Group or Permissive Aggregation Group the
            present value of the accrued benefits under all Defined Benefit
            Plans of participants other than Key Employees shall be determined
            based upon the method used uniformly for accrual purposes for all
            Defined Benefit Plans but if there is no uniform method, based upon
            the benefit accrual rate which does not exceed the slowest accrual
            rate permitted under the fractional accrual rule of Section
            411(b)(1)(C) of the Internal Revenue Code.

      (g)   TOP HEAVY PLAN - the Plan for any Plan Year if the Top Heavy
            Fraction for that Plan Year exceeds 60% (1) for the Plan, if the
            Plan is not part of a Required Aggregation Group of Plans, (2) for
            the Required Aggregation

                                       14
<PAGE>

            Group of Plans, if the Plan is part of a Required Aggregation Group
            of Plans, or (3) for the Permissive Aggregation Group of Plans, if
            the Plan is part of a Permissive Aggregation Group of Plans and a
            Required Aggregation Group of Plans.

17.2  WHEN TOP HEAVY PROVISIONS APPLY. Notwithstanding any other provision of
      this Plan, the provisions of this Article 17 shall apply with respect to
      any Plan Year for which the Plan is a Top Heavy Plan.

17.3  MINIMUM BENEFIT. Subject to Article 4, upon the Retirement or Termination
      of Employment of a Participant, his Retirement Benefit shall be equal to
      the excess, if any, of the greater of (a) the Retirement Benefit that
      otherwise would be determined for the Participant under Article 3 if no
      effect were given to this Article 17 and (b) the product of 2% of the
      Participant's Average Compensation and the number of years in his Vesting
      Period of Service (not in excess of ten) credited with respect to Plan
      Years in which the Plan is a Top Heavy Plan, he is a Participant and he is
      not a Key Employee. For purposes of this Section 17.3 a Participant's
      vesting period of service shall exclude any Plan Year in which neither a
      Key Employee nor a former Key Employee benefits within the meaning of
      Section 410(b) of the Internal Revenue Code) for that year. For purposes
      of determining a Participant's Retirement Benefit under this Section 17.3
      it shall be assumed that payment of the Retirement Benefit shall be in the
      form of a single life annuity without ancillary benefits, commencing on
      the Participant's Normal Retirement Date."

7)    Paragraphs (1) and (2) of Schedule B are replaced in their entirety with
      the following language:

                                       15
<PAGE>

      "(1)  MORTALITY

            (a)   GENERAL Unisex table derived from the 1983 Group Annuity
                  Mortality Table by taking the arithmetic average of the male
                  and female mortality rates, or any other table prescribed by
                  the Secretary of Treasury as the applicable mortality table
                  under Section 417(e)(3) of the Internal Revenue Code.
                  Notwithstanding the prior sentence, for Annuity Starting Dates
                  prior to December 31, 2002, the unisex table derived from the
                  1983 Group Annuity Mortality Table by taking the arithmetic
                  average of the male and female mortality rates shall be used.

            (b)   COMPUTATION OF MINIMUM BENEFITS UNDER SECTION 3.5. For
                  purposes of determining the Actuarial Equivalent of a
                  Participant's Vested Interest determined under Section 3.5(a)
                  or (b) which is paid in the form of an annuity under Section
                  6.1(a), the factors as specified in the Schedule D and
                  Schedule E, respectively shall apply.

            (c)   COMPUTATION OF CERTAIN ANNUITIES FOR ANNUITY STARTING DATES ON
                  OR AFTER JANUARY 1, 2001. In the case of a Participant with an
                  Annuity Staring Date on or after January 1, 2001, for purposes
                  of converting a joint and 100% survivor annuity, a joint and
                  50% survivor annuity or a life annuity with a 10-year period
                  certain, the factors specified in paragraph (3).

      (2)   INTEREST -

                                       16
<PAGE>

            (a)   GENERAL The annual rate of interest on 30-year Treasury
                  securities for the month of September of the Plan Year
                  immediately preceding the Plan Year in which the Participant's
                  Annuity Starting Date occurs (or any other applicable interest
                  rate specified under Section 417(e)(3) of the Internal Revenue
                  Code). However, in no event shall the rate for purposes of
                  Section 1.58 be more than 10%.

            (b)   COMPUTATION OF MINIMUM BENEFITS UNDER SECTION 3.5. For
                  purposes of determining the Actuarial Equivalent of a
                  Participant's Vested Interest determined under Section 3.5(a)
                  or (b) which is paid in the form of an annuity under Section
                  6.1(a), the factors as specified in the Schedule D and
                  Schedule E, respectively shall apply.

            (c)   In the case of a Participant with an Annuity Staring Date on
                  or after January 1, 2001, for purposes of converting a Joint
                  and 100% Survivor Annuity, a Joint and 50% Survivor annuity or
                  a life annuity with a 10-year period certain the factors
                  specified in paragraph (3).

            (d)   CERTAIN PARTICIPANTS WITH ANNUITY STARTING DATES PRIOR TO
                  DECEMBER 1, 1999. (1) In the case of an AWL Participant who
                  has an Annuity Starting Date on or after December 1, 1998 and
                  before December 1, 1999, in no event shall the rate in
                  paragraph (a) be greater than the annual rate of interest on
                  30-year Treasury securities for December 1, 1998. (2) In the
                  case of a Pearson Participant who has attained his Normal
                  Retirement Date or Early Retirement Date on or before December
                  31, 1995 and who has an Annuity Starting Date before January
                  1, 1996, the interest rate which would be used, as of the
                  first day of the Plan Year in which the Participant's Annuity
                  Starting Date occurs, by the Pension

                                       17
<PAGE>

                  Benefit Guaranty Corporation for determining the present value
                  of a lump-sum distribution on plan termination for a trusteed
                  single employer plan. (3) In the case of a Pearson Participant
                  who has an Annuity Starting Date on or after October 1, 1995
                  and before October 1, 1996, the lower of (A) annual interest
                  rate on 30-year Treasury securities on the first day of the
                  Plan Year in which the Participant's Annuity Starting Date
                  occurs or (B) the annual rate of interest on 30-year Treasury
                  securities for the month of September of the Plan Year
                  immediately preceding the Plan Year in which the Participant's
                  Annuity Starting Date occurs."

7)    Paragraphs (1)(b) of Appendix E (definition of Compensation for Former
      Participants of the Financial Times U.S. Retirement Plan is replaced in
      its entirety with the following language:

      "b)   Compensation - Regular base salary or wages paid for services
            performed by an Employee excluding overtime pay, bonuses,
            commissions, amounts paid for insurance or other welfare plans or
            benefits, or other special remuneration. For Plan Years beginning
            after December 31, 1988 but before January 1, 1994, an Employee's
            Compensation shall not exceed the limitation on Earnings under
            Section 401(a)(17) of the Internal Revenue Code (or such higher
            amount as may be determined by the Secretary of the Treasury in
            accordance with Section 401(a)(17) of the Internal Revenue Code to
            reflect increases in the cost of living before January 1, 2002). For
            Plan Years beginning on or after January 1, 1994, an Employee's
            Compensation shall not exceed $150,000 (or such higher amount as may
            be determined by the Secretary of the Treasury in accordance with
            Section 401(a)(17) of the Internal Revenue Code to reflect increases
            in the cost of living before January 1, 2002). For Plan Years
            beginning on or after January 1, 2002, for purposes of Section
            3.5(g), an Employee's Compensation shall not exceed $200,000 (or
            such higher amount as may be determined by the Secretary of Treasury
            in accordance with Section 401(a)(17) the Internal Revenue Code)."

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<PAGE>

5)    Paragraphs (1)(d) (definition of Eligible Earnings) and 1(g) (definition
      of Pension Compensation Base) of Appendix F Applicable to Former
      Participants of the Pearson Inc. Pension Plan are replaced in their
      entirety with the following language:

      "d)   Eligible Earnings shall mean a Participant's Total Compensation
            excluding discretionary bonuses. For Plan Years beginning after
            December 31, 1988 but before January 1, 1994, an Employee's
            Compensation shall not exceed the limitation on Earnings under
            Section 401(a)(17) of the Internal Revenue Code (or such higher
            amount as may be determined by the Secretary of the Treasury in
            accordance with Section 401(a)(17) of the Internal Revenue Code to
            reflect increases in the cost of living before January 1, 2002). For
            Plan Years beginning on or after January 1, 1994, an Employee's
            Compensation shall not exceed $150,000 (or such higher amount as may
            be determined by the Secretary of the Treasury in accordance with
            Section 401(a)(17) of the Internal Revenue Code to reflect increases
            in the cost of living before January 1, 2002). For Plan Years
            beginning on or after January 1, 2002, for purposes of Section 3.5,
            - an Employee's Compensation shall not exceed $200,000 (or such
            higher amount as may be determined by the Secretary of Treasury in
            accordance with Section 401(a)(17) of the Internal Revenue Code.)"

      "g)   Pension Compensation Base shall mean a Participant's Average Monthly
            Eligible Earnings during his 60 highest-compensated consecutive
            months of employment with the Employer within the 120 months
            immediately preceding his Normal Retirement Date, Early Retirement
            Date or earliest termination of service; provided, however, that if
            his longest period of consecutive employment within such 120-month
            period consists of fewer than 60 months, the Pension Compensation
            Base shall be his Average Monthly Earnings during his longest period
            of consecutive employment within such 120 month period. For purposes
            of this definition, Average Monthly Eligible Earnings, when used
            with respect to any period, shall mean

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<PAGE>

            the total Eligible Earnings received from the Employer during such
            period divided by the number of months of paid employment in such
            period.

            With respect to a determination of Average Annual Compensation for
            any Plan Year beginning on or after December 31, 1988 but before
            January 1, 1994, Compensation shall not exceed the limitations on
            compensation under Section 401(a)(17) of the Internal Revenue
            Code,(adjusted to reflect increases in the cost of living before
            January 1, 2002). For Plan Years beginning on or after January 1,
            2002, for purposes of Section 3.5 an Employee's Compensation shall
            not exceed $200,000 (or such higher amount as may be determined by
            the Secretary of Treasury in accordance with Section 401(a)(17) of
            the Internal Revenue Code)."

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