0001019155-03-000434 Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of ____________, 2003
Deposit Agreement • October 17th, 2003 • Elsevier Nv / • Miscellaneous publishing • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of ______________, 2003 among REED ELSEVIER NV, incorporated under the laws of The Netherlands (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.

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Reed Elsevier NV
Deposit Agreement • October 17th, 2003 • Elsevier Nv / • Miscellaneous publishing

Re: Deposit Agreement dated as of ___________, 2003 (the "Deposit Agreement") by and among Reed Elsevier NV, The Bank of New York, as Depositary, and the Owners and holders of American Depositary Receipts

REED ELSEVIER
Elsevier Nv / • October 17th, 2003 • Miscellaneous publishing

By this letter, and pursuant to Section 5.04 of the Deposit Agreement dated as of April 15, 1991 and as amended from time to time (the "Deposit Agreement") among Reed Elsevier NV (formerly Elsevier NV and hereafter "Company"), Citibank ("Bank & Trust"), as Depositary, and the holders from time to time of American Depositary Receipts issued thereunder (the "Receipt"), the Company, hereby removes Citibank as Depositary under the Deposit Agreement and appoints The Bank of New York ("BNY") as successor Depositary thereunder. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Deposit Agreement. By execution of this letter by BNY in the space provided below, BNY accepts its appointment as successor Depositary under the Deposit Agreement, effective on or after October 20, 2003 (the "Succession Date"), and agrees to be bound by the terms of this letter and to perform its obligations set forth herein. BNY will notify you separately regarding the exac

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