MANAGEMENT STOCKHOLDER?S AGREEMENT

(Susan D. Whiting)

This Management Stockholder?s Agreement (this ?Agreement?) is entered into as of February 2, 2007 (the ?Effective Date?) by and among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands and having its registered office in Haarlem, The Netherlands (the ?Company?), Valcon Acquisition Holding (Luxembourg) S.?.r.l., a private limited company incorporated under the laws of Luxembourg (?Luxco?), and the undersigned person (the ?Management Stockholder?) (the Company, Luxco and the Management Stockholder being hereinafter collectively referred to as the ?Parties?). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) hereof.

WHEREAS, the Company is a wholly-owned subsidiary of Luxco, which is controlled by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (collectively, the ?Investors?);

WHEREAS, on March 8, 2006, Valcon Acquisition B.V., a private company with limited liability incorporated under the laws of The Netherlands (?Valcon Acquisition B.V.?) and a wholly-owned subsidiary of the Company, entered into a merger protocol, as amended on May 4, 2006, to acquire VNU N.V., a public company with limited liability organized under the laws of The Netherlands, and subsequently converted into VNU Group B.V., a private company with limited liability incorporated under the laws of The Netherlands (?VNU?);

WHEREAS, the Management Stockholder has been selected by the Company to acquire ordinary shares of the Company (the ?Common Stock?) and, in connection therewith, will receive options to acquire shares of Common Stock (together with any options to acquire shares of Common Stock granted to the Management Stockholder after the Effective Date, the ?Options?) pursuant to the terms set forth below and the terms of the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. (the ?Option Plan?) and the Stock Option Agreement dated as of the date hereof, entered into by and between the Company and the Management Stockholder (the ?Stock Option Agreement?); and

WHEREAS, this Agreement is one of several other agreements (?Other Management Stockholders? Agreements?) which have been, or which in the future will be, entered into between the Company and other individuals who are or will be key employees of the Company or one of its subsidiaries (collectively, the ?Other Management Stockholders?).

NOW THEREFORE, to implement the foregoing and in consideration of the grant of Options and of the mutual agreements contained herein, the Parties agree as follows:

1. Issuance of Options; Purchased Stock; Purchases of Additional Common Stock.

(a) The Management Stockholder hereby subscribes for, as of the Effective Date, and the Company shall issue to the Management Stockholder as of the Effective Date, 100,000 shares of Common Stock, at a per share price of $10.00 (the ?Base Price?), which price is equal to the fair market value of the shares of the Company on the Effective Date as determined by the Board and supported by a valuation of the Company by an independent third party appraiser (all such shares acquired by the Management Stockholder, the ?Purchased Stock?). The aggregate price for all shares of the Purchased Stock is $1,000,000.

(b) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, as of the Effective Date, the Company is issuing to the Management Stockholder Options to acquire shares of Common Stock at an initial Option Exercise Price equal to (i) the Base Price and (ii) the Base Price multiplied by two, and the Parties shall execute and deliver to each other copies of the Stock Option Agreement concurrently with the issuance of the Options.

(c) The Company shall have no obligation to issue any Purchased Stock or issue any Options to any person who (i) is a resident or citizen of a state or other jurisdiction in which the sale of the Common Stock to him or her would constitute a violation of the securities or ?blue sky? laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the date hereof.

2. Management Stockholder?s Representations, Warranties and Agreements.

(a) In addition to agreeing to and acknowledging the restrictions on transfer of the Stock (as defined in Section 3(a) hereof) set forth in Section 3 hereof, if the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

(i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the ?Act?), and in compliance with applicable provisions of state securities laws; or

(ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction.

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