INVESTMENTS

Administrative Information

The Valassis Retirement Savings Plan is classified as a defined contribution plan under the Employee Retirement Income Security Act of 1974 (ERISA), as amended. A statement of your legal rights as a participant in this plan is included in this Administrative Information section. This information, along with the description of the plan, is provided to meet the disclosure requirements of ERISA.

The Valassis Retirement Savings Plan is designed to operate as an ERISA Section 404(c) plan. Because the plan allows and encourages you to direct your investments and to have access to all pertinent information concerning your investments, the fiduciaries of the plan will be relieved of liability for the results of your investment decisions, as provided under Section 404(c) of ERISA.

IRS Approval
The Valassis Retirement Savings Plan has been approved as a qualified plan under provisions of the Internal Revenue Code (IRC). The plan may change from time to time to comply with IRS regulations, changes in the IRC or other applicable law. If changes are required, you will be notified. Based on your election, contributions you make to the Valassis Retirement Savings Plan are invested in one or more funds.

Agent for Service of Legal Process
If for any reason you wish to seek legal action, you may serve legal process upon the plan administrator. In the case of the Valassis Retirement Savings Plan, you may also serve legal process upon the plan trustee.

Court Order
A court may order that payment of child support, alimony or marital property rights to a spouse, former spouse, child or other dependent of a plan participant be made from the Valassis Retirement Savings Plan. Such orders are called domestic relations orders and can be followed only if they conform to detailed legal requirements.

Fees
Fees and expenses relating to the operation of the Valassis Retirement Savings Plan are paid from the assets from the plan. Fees and expenses include the trustee and the recordkeeping fees paid to JPMorgan, as well as the plan’s legal and audit expenses. Trustee fees are deducted pro rata by fund.

Loan setup, loan maintenance and loan withdrawal fees are deducted from the accounts of the participants who make the loans or withdrawals.

Fees and operating expenses incurred by each of the investment options held by the plan are deducted from the assets of those options, as described in the relevant prospectuses and information statements.

Your Rights as a Plan Member
As a participant in Valassis benefit plans, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants are entitled to the following:

• Receive Information about Your Plan and Benefits

  • Examine, without charge, at the plan administrator’s office and at other specified locations, all documents governing a plan, including insurance contracts and a copy of the latest annual report (Form 5500 Series) filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration.

  • Obtain, upon written request to the plan administrator, copies of documents governing the operation of a plan, including insurance contracts, copies of the latest annual report (Form 5500 Series) and an updated summary plan description. The administrator may charge a reasonable fee for the copies.

  • Obtain, free of charge, an annual statement of your vested account balance under the Savings Plan.

  • Receive a summary of a plan’s annual financial report. The plan administrator is required by law to furnish each participant with a copy of this summary annual report.

• Prudent Actions by Plan Fiduciaries
  In addition to creating rights for plan participants, ERISA imposes duties upon the people responsible for the operation of an employee benefit plan. The people who operate your plan, called fiduciaries of the plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including Valassis or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.
• Enforce Your Rights
  If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know, in writing, why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the plan administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the plan’s decision, or lack thereof, concerning the qualified status of a domestic relations order, you may file suit in federal court. If it should happen that plan fiduciaries misuses the plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees — if, for example, it finds your claim is frivolous.

Assistance with Your Questions
If you have any questions about your benefit plans, you should contact the plan administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the plan administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210.

You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Claims Review Procedures
If you have followed the appropriate claim submission procedures (as described in the summary section applicable to each plan) and your request is denied, it is the claim administrator’s duty to notify you within 90 days of receiving your request. This notification will indicate the specific reasons for the denial, including references to plan provisions that apply and a request for any additional information that may be necessary to process your claim.

If your claim has been denied, you may appeal and have your claim reviewed. You have 60 days to make an appeal from the time you are notified of the denial. Your request for an appeal must be made in writing to the claims administrator.

Besides having the right to appeal, you or your authorized representative may request a hearing or examine any pertinent plan documents related to your claim. You may also submit, in writing, the reasons you think the claim should not be denied.

The claims administrator must act on your claim appeal within 60 days of receiving it. In special cases, for example, if a hearing is held, the claims administrator is allowed 120 days. You will be notified if such an extension is necessary. The final decision will be sent to you in writing with an explanation of the reasons for the decision, including references to plan provisions on which the decision is based.

Plan Amendment and Termination
Valassis intends to continue each of the benefit plans indefinitely; however, we reserve the right to amend or terminate any of the plans at any time.

If the Valassis Retirement Savings Plan is terminated, any and all assets of the Trust can be distributed only to plan participants or their beneficiaries. If all property held by the Trustee is distributed to plan participants according to the terms of the plan, the trust will automatically terminate.

• Official plan name:
  Valassis Employees’ Retirement Savings Plan
• Plan number:
  004
  
• Plan sponsor:
  Valassis Communications, Inc.
  Attn: Accounting
  19975 Victor Parkway
  Livonia, MI 48152
• Plan administrator:
  The day-to-day administration and operation of Valassis Employees’ Retirement Savings Plan is the responsibility of Valassis Communications, Inc. at the above address.
• Employer identification number (EIN):
  38-2760940
• Type of plan:
  Defined contribution plan, funded through contributions from participating associates and Valassis.
• Plan year:
  The plan year is January 1 through December 31.
• Plan trustee:
  JPMorgan Chase Bank
  3 Metro Tech Center
  6th Floor
  Brooklyn, NY 11245-0001
  (The plan trustee is responsible for the custody, management and distribution of the assets of the plan.)

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