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| INVESTMENTS |
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| Employee
Stock Purchase Plan |
**IMPORTANT NOTICE REGARDING
THE EMPLOYEE STOCK PURCHASE PLAN**
THE VALASSIS EMPLOYEE STOCK PURCHASE (ESPP) PLAN HAS BEEN DISCONTINUED
AS OF DECEMBER 16, 2010. ALL STOCK ACCOUNTS ARE SCHEDULED TO
BE TRANSFERRED OVER TO COMPUTERSHARE, VALASSIS'S TRANSFER AGENT, AS
OF FEBRUARY 1, 2011.
Please click here
for a copy of the communication scheduled to be sent out in mid-December
to all plan participants.
Your Beneficiaries
Valassis is not responsible for tracking beneficiaries on personal investments,
such as the Payroll Stock Purchase Plan. Upon death, these personal
investments are distributed according to your will and/or the laws of
descent and distribution. It is the associate's responsibility to make
provisions for these assets in their personal wills or trusts.
Keeping Track of Your Investments
The final quarterly statement will be sent along with your fourth quarter
statement from JP Morgan. Starting in 2011, anyone still owning VCI
shares associated with this plan will receive statements from Computershare
on a quarterly basis.
Tax Information
Whenever a participant decides to sell their shares from the Employee
Stock Purchase Plan, there are a number of ways to report the gain or
loss on the sale of stock for tax purposes. It is important to note
that all associate that partcipated in this plan are responsible for
their own tax reporting and tracking of costs used for tax purposes
or seeking the advice of a qualified tax advisor if necessary.
The cost basis or price paid for your shares can be obtained on a quarterly
basis from your JPMorgan statements. Participants can also go online
to their stock purchase plan accounts at www.retireonline.com to look
up twelve months of history from the "Account History" section
on their own account detail page. Participants can also call JPMorgan
at 1-800-345-2345 to obtain the last twelve months worth of transactions
on their account. Please link here for purchase price information "Payroll
Stock Purchase Plan - Stock Purchase Price Summary". This sheet
lists a history of the monthly stock purchase prices of the plan.
For More Information
For additional information or inquiries regarding your account, you
may speak with a JPMorgan representative by calling 1-800-345-2345,
Monday through Friday from 8 a.m. to 8 p.m. Eastern Time.
Once the accounts have transferred over to Computershare and are
available February 1, 2011, participants can access their accounts on-line
at www.computershare.com/investor
or through the shareholders inquiry line at 1-800-622-6757.

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