The current study examined the EEG of young, old and old declined adults performing a visual paired associate task. In order to examine the eVects of encoding context and stimulus repetition, target pairs were presented on either detailed or white backgrounds and were repeatedly presented during both early and late phases of encoding. Results indicated an increase in P300 amplitude in the right parietal cortex from early to late stages of encoding in older declined adults, whereas both younger adults and older controls showed a reduction in P300 amplitude in this same area from early to late phase encoding. In the right hemisphere, stimuli encoded with a white background had larger P300 amplitudes than stimuli presented with a detailed background; however, in the left hemisphere, in the later stages of encoding, stimuli presented with a detailed background had larger amplitudes than stimuli presented with a white background. Behaviourally, there was better memory for congruent stimuli reinstated with a detailed background, but this Wnding was for older controls only. During recognition, there was a general trend for congruent stimuli to elicit a larger amplitude response than incongruent stimuli, suggesting a distinct eVect of context reinstatement on underlying patterns of physiological responding. However, behavioural data suggest that older declined adults showed no memory beneWts associated with context reinstatement. When compared with older declined adults, younger adults had larger P100 amplitude responses to stimuli presented during recognition, and overall, younger adults had faster recognition reaction times than older control and older declined adults. Further analysis of repetition eVects and context-based hemispheric asymmetry may prove informative in identifying declining memory performance in the elderly, potentially before it becomes manifested behaviourally.