DISABILITY

Long-Term Disability

The Long-term Disability (LTD) Plan, administered by Sun Life, provides you with added security if you are totally disabled for a continuous period of more than six months, as a result of an illness or injury.

You become eligible for LTD insurance benefits if you:

• Become totally or partially disabled while you are covered for LTD insurance and satisfy the elimination period of 180 calendar days, and

• Are under a physician's care, receiving treatment appropriate for your medical condition.

You are covered by the plan for any illness or injury that qualifies under the plan certificate.

For more information about your LTD Plan, see:

Definition of Disability
To be eligible for LTD insurance benefits during the first 24 months of your disability (following the 180-calendar-day elimination period), you must meet one of the following requirements (as determined by Sun Life):

• your occupation during the elimination period;

• your occupation, for the 24 month(s) following the elimination period, and as a result your current monthly earnings are less than 80% of your indexed pre-disability earnings;

• after that, any occupation.

If at the end of the elimination period, you are prevented from performing one or more of the essential duties of your occupation, but your current monthly earnings are greater than 80% of your pre-disability earnings, your elimination period will be extended for a total period of 12 months from the original date of disability or until such time as your current monthly earnings are less than 80% of your pre-disability earnings, whichever occurs first.

Your disability must result from:

• accidental bodily injury;
• sickness;
• mental illness;
• substance abuse; or
• pregnancy

Your failure to pass a physical examination required to maintain a license to perform the duties of your occupation alone does not mean you are disabled.

Elimination Period
You must satisfy an elimination period before LTD benefits begin. The elimination period is the period of time that you must be continuously disabled before LTD benefits are paid. The elimination period is 180 calendar days. In other words, the LTD plan pays you a monthly benefit if you have a serious illness or injury that disables you for longer than 180 days. The elimination period starts on the first day Sun Life certifies that you are disabled and ends 180 calendar days later. A period of disability is not continuous if separate periods of disability result from unrelated causes.

Preexisting Conditions
A preexisting condition means any accidental bodily injury, sickness, mental illness, pregnancy or episode of substance abuse or any manifestations, symptoms, findings or aggravations relating to or resulting from such accidental bodily injury, sickness, mental illness, pregnancy or episode of substance abuse; for which you received medical care during the 90 day period that end the day before your effective date of coverage or the effective date of a change in coverage.

Sun Life will not pay any benefit, or increase in benefits, under the policy for any disability that results from, or is caused or contributed to by, a preexisting condition unless, at the time you become disabled you have not received medical care for the condition for 90 consecutive days while insured under the policy or your have been continuously insured under the policy for 365 consecutive days.

The preexisting condition clause does not apply if you were covered by Valassis or ADVO under a previous policy, were not limited by a preexisting condition requirement of the previous policy and were not eligible to receive a benefit under the prior policy.

Definition of Covered Earnings
Pay is defined as base pay (excluding overtime and bonuses). For sales associates, pay is defined as base pay plus the average of the last two full years commissions (and/or sales bonuses). An increase in your covered earnings will not be effective during a period of continuous disability. An increase in your covered earnings will not be effective during a period of continuous disability.

Return to Work Incentive
You may work for wage or profit while disabled. In any month in which you work and a disability benefit is payable, the return to work incentive applies. Sun Life will, from time to time, review your status and require satisfactory proof of earnings and continued disability.

Determining Your Benefit
Under the LTD plan, your gross disability benefit will be equal to the lesser of 60% of your monthly covered earnings rounded to the nearest dollar, or the maximum disability benefit. The disability benefit is calculated using the gross disability benefit, other income benefits and the return to work incentive. The maximum monthly monthly benefit is $10,000. The minimum monthly benefit is the greater of $100 or 10% of the benefit based on monthly income loss before the deduction of other income benefits.

How Benefits Will Be Paid
If Sun Life Disability determines that you are eligible to receive LTD insurance benefits, your first benefit checks will be sent to you directly from Sun Life. A monthly LTD benefit for a period of less than a month will be prorated on the basis of a 30-day month. Payments are made bi-monthly that together total the monthly benefit amount.

Duration of Payments
LTD insurance benefits are generally payable as long as you are disabled until your Social Security Normal Retirement Date or later as shown below:

Coordination with Other Disability Benefits
The company coordinates your LTD benefits with primary and family Social Security benefits, Workers' Compensation benefits, state disability benefits, company-sponsored retirement benefits and any other disability benefits you may receive.

If you receive benefits from other sources, the amount you receive from the Valassis LTD Plan will be reduced by other income benefits you receive.

Third Party Reimbursement
Sun Life has the right to request to be reimbursed for any benefit payments made or required to be made under the policy for a disability which you recover payment from a third party. If you recover payment from a third party as:

• a legal judgment;
• an arbitration award; or
• a settlement or otherwise;

You must reimburse Sun Life for the lesser of:

• the amount of payment made or required to be made by Sun Life; or
• the amount recovered by the third party less any reasonable legal fees associated with the recovery.

Social Security Benefits
You may be eligible to receive Social Security benefits after you have been disabled for five months. For Social Security purposes, your disability must be expected to last at least 12 months or result in death. Payment will not begin until six months have passed, but your benefit will be retroactive to the fifth month.

To receive Social Security benefits, you must apply. Contact your local Social Security office for an application. Sun Life may help you in applying for Social Security Disability Income (SSDI) benefits, and may require you to file an appeal if it believes a reversal of a prior decision is possible. Your Valassis Disability Plan benefits are calculated based on the amount of Social Security benefits payable at the time of your disability. Any future increases in your Social Security benefit will not change your Valassis Disability Plan benefits. You will continue to receive the same total benefit plus the Social Security increase.

If you do not apply for Social Security benefits, your Valassis Disability Plan benefits will be calculated using an estimate for Social Security.

Limited Benefit Periods
Sun Life will pay disability benefits on a limited basis during your lifetime for a disability caused by, or contributed to by, any one or more of the following conditions. Once 24 monthly disability benefits have been paid, no further benefits will be payable for any of the following conditions:

• Mental illness that results from any cause;
• Any condition that may result from mental illness;
• Alcoholism; or
• the non-medical use of narcotics, sedatives, stimulants, hallucinogens, or any other such substance.

Benefits will be payable for as long as you are confined in a hospital or other place licensed to provide medical care for the disabling condition or if not confined, after you are discharged and still disabled for a total of 24 month(s) for all such disabilities during your lifetime.

Survivor Benefits
Sun Life will pay a survivor benefit if you die while you are receiving LTD insurance benefits. You must have been continuously disabled before the first benefit is payable. The survivor income benefit is 3 times the lesser of your monthly income loss multiplied by the benefit percentage in effect of the date of your death or the maximum monthly benefit. Benefits will be paid to your spouse. If you do not have a spouse, benefits will be paid in equal shares to your surviving children. Sun Life will first apply the survivor income benefit to any overpayment which may exist on your claim.

"Spouse" means your lawful spouse. "Children" means any unmarried children under age 21 who are chiefly dependent upon you for support and maintenance, including stepchildren if living with you at the time of your death.

Recovery of Overpayments
Sun Life has the right to recover from you any amount that they determine to be an overpayment. You have the obligation to refund to them any such amount. Sun Life's rights and your obligations in this regard may also be set forth in the reimbursement agreement you will be required to sign when you become eligible for benefits under the policy.

Taxation of LTD Benefits
Because Valassis pays the full cost of LTD insurance coverage, your benefit payments are subject to income taxes when you receive them. If you want federal and state income taxes withheld from your LTD insurance benefits payment, you must submit form W4-S and the appropriate state withholding forms to Sun Life Disability. State tax withholding amounts must be stated as a flat rate or as a percentage. These forms will be sent to you with the disability approval letter.

Successive Periods of Long-term Disability
Periods of recovery during the elimination period will not interrupt the elimination period, if the number of days you return to work as an active employee are less than one-half (1/2) the number of days of your elimination period. Any day within such period of recovery, will not count toward the elimination period. After the elimination period, if you return to work as an active employee and then become disabled and such disability is due to the same cause, due to a related cause and within 6 months of the return to work, the period of disability prior to your return to work and the recurrent disability will be considered one period of disability, provided the policy remains in force. If you return to work as an active employee for 6 months or more, any recurrence of a disability will be treated as a new disability. The new disability is subject to a new elimination period and a new maximum duration of benefits.

Impact on Other Benefits
Your coverage under other company-sponsored group benefit plans (such as medical, dental and life insurance) will continue-to a limited extent-while you are receiving LTD benefits. To maintain your coverage, you will need to pay Valassis directly any premiums and contributions that were being deducted from your paycheck. If you were contributing to the Retirement Savings Plan, your contributions will end with your last regular paycheck.

Termination of Disability Benefits
LTD insurance benefits will end on the earliest of the following dates:

• the date Sun Life determines that you are no longer disabled;
• the date you fail to furnish proof of loss;
• the date you are no longer under the regular care of a physician;
• the date your refuse Sun Life's request that you submit to an examination by a physician or other qualified medical professional;
• the date of your death;
• the date you refuse to receive recommended treatment that is generally acknowledged by the physicians to cure, correct or limit the disabling condition;
• the last day benefits are payable according to the maximum duration of the benefits table;
• or the date your current monthly earnings exceed:
  • 80% of your indexed pre-disability earnings if you are receiving benefits for being disabled from your own occupation; or
  • the product of your indexed pre-disability earnings if you are receiving benefits for being disabled from your own occupation;
• the date no further benefits are payable under any provision in the policy that limits benefit duration;
• the date your refuse to participate in a rehabilitation program
• the date you refuse to participate in a rehabilitation program, or refuse to cooperate with or try:
  • modifications made to the work site or job process to accommodate your identified medical limitations to enable you to perform the essential duties of your occupation;
  • adaptive equipment or devices designed to accommodate your identified medical limitations to enable you to perform the essential duties of your occupation;
  • modifications made to the work site or job process to accommodate your identified medical limitations to enable you to perform the essential duties of any occupation, if you were receiving benefits for being disabled from any occupation; or
  • adaptive equipment or devices designed to accommodate your identified medical limitations to enable you to perform the essential duties of any occupation, if you were receiving benefits for being disabled from any occupation; provided a qualified physician or other qualified medical professional agrees that such modifications, rehabilitation program or adaptive equipment accommodate your medical limitation; or
  • the date You receive retirement benefits from any employer's retirement plan, unless:
    • You were receiving them prior to becoming disabled; or
    • You immediately transfer the payment to another plan qualified by the United States Internal Revenue Service for the funding of a future retirement.

Exclusions

Sun Life will not cover, and will not pay a benefit for any disability:

• unless you are under the regular care of a physician;
• that is caused by or contributed to by war or act of war, (declared or not);
• caused by your commission of or attempt to commit a felony;
• caused or contributed to by your being engaged in an illegal occupation;
• or caused or contributed to by an intentionally self-inflicted injury.

	Highlights Eligibility & Enrollment Short-Term Disability Long-Term Disability Filing a Claim Other Information Numbers, Addresses & Links

Summary Plan Description
The legal summary of this benefit will be included in the 2008 Benefits Handbook.