Exhibit 10.6

Date                              

Director
Title
Company
Street Address
City, State, Zip

Re: The McGraw-Hill Companies — Board of Directors

Dear :

     The services of the Directors of The McGraw-Hill Companies, Inc. (the “Company”) are of the utmost importance to the Company’s continued advancement and success. The Company’s By-Laws provide that Directors shall be indemnified to the fullest extent permitted by law, and the Company currently provides liability insurance coverage for its Directors and officers to the extent considered advisable and at acceptable premium costs.

     Possible future limits on the availability and the scope of directors and officers liability insurance coverage, as well as potential increases in the premium cost of such insurance, together with a recognition that By-Law provisions may be easily amended in future situations involving a change in corporate control, have caused us to review the nature of the indemnification rights available to our Directors. Accordingly, we have determined that it is to the Company’s advantage to assure that in view of: (a) the possible limited protection of directors and officers liability insurance in the future; or (b) the possible complete elimination of such insurance; or (c) any threatened change in control of the Company (although we have no knowledge of any such possible change in control), such potential occurrences do not impair or adversely affect the continued services of any of our Directors. Consequently, as an inducement to such Directors to continue to serve the Company and its subsidiaries, the Company shall provide as follows:

     1. The Company hereby agrees to indemnify any Director (and the estate, heirs and distributees of such Director): (i) against all legal claims made, or threatened to be made, by a party to an action or proceeding, whether civil or criminal, by reason of the fact that such Director is or was a Director of the corporation, or serves or served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, at the request of the Company; and (ii) against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in such action or any appeal therein, to the fullest extent permitted by law. Nothing herein shall limit this right to indemnification in any way or under any circumstances.

     2. The foregoing indemnity shall apply only to the extent that such Director is not effectively indemnified by directors and officers liability insurance, if any, maintained for the benefit of such Director by the Company or its subsidiaries.

     3. Expenses incurred by or on behalf of a Director or such Director’s estate, heirs or distributees, in defending a civil or criminal proceeding may be paid by the Company in advance of the final disposition of such action or proceeding if authorized pursuant to the applicable statutory provision.

     4. The indemnification provided by this contract shall not be deemed exclusive of any rights to which any Director may be entitled under any By-Law, agreement or otherwise, both as to action in such Director’s official capacity and as to action in another capacity while serving as a Director of the Company. Such indemnification shall continue for the benefit of a person who has ceased to be a Director and shall inure to the benefit of the heirs, distributees, executors and administrators of such Director and be binding upon the successors and assigns to the Company.

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     5. This contract shall be governed by and interpreted and applied in accordance with the laws of the State of New York.

     6. The Company agrees that the indemnification rights under this contract are intended for your benefit, and that this contract may not be terminated or withdrawn without your consent so long as you serve as a Director, and under no circumstances shall such termination or withdrawal affect your right to indemnification hereunder for legal actions of the type described in the paragraph numbered “1” in this agreement which are in any way related to your service to the Company.

     We would appreciate your confirming your acceptance of and agreement to this indemnification contract by your signing and returning the enclosed counterpart to this contract.

	Very truly yours, The McGraw-Hill Companies, Inc.
	By:	___________________________________________
		Harold McGraw III
		Chairman, President and Chief Executive Officer

Accepted and Agreed to this

               day of

__________________________
Director

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Exhibit 10.10

TERMS AND CONDITIONS

RESTRICTED PERFORMANCE SHARE AWARD

     Restricted Performance Share Award made as of the ___day of __________(the “Award Date”), by The McGraw-Hill Companies, Inc., a New York corporation (the “Company”).

     WHEREAS, the Board of Directors of the Company has designated the Compensation Committee of the Board of Directors of the Company (the “Committee”) to administer the 2002 Stock Incentive Plan, as amended and restated (the “Plan”), with respect to certain executives of the Company;

     WHEREAS, capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan;

     WHEREAS, the Committee has determined that the Employee should be granted a Restricted Performance Share Award under the Plan for the number of shares as specified in the Employee’s Restricted Performance Share Award Document; and

     WHEREAS, Employee is accepting the Restricted Performance Share Award subject to the terms and conditions set forth below:

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     1.  Grant of Awards .

          (a) The grant of the Restricted Performance Share Award (“Award”) is subject to the terms and conditions hereinafter set forth with respect to the Restricted Performance Shares of Common Stock, $1.00 par value, of the Company (“Stock”).

          (b) Subject to the terms and conditions of Section 10 hereof, the Employee shall be issued a stock certificate in respect of the Restricted Performance Shares of Stock covered by this Award. Such stock certificate shall be registered in the name of the Employee, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to this Award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of (i) The McGraw-Hill Companies, Inc. 2002 Stock Incentive Plan, as amended and restated, (ii) the Terms and Conditions of Restricted Performance Share Award, and (iii) the Award Document of Restricted Performance Shares dated as of __________. Copies of the above-mentioned documents are on file in the offices of The McGraw-Hill Companies, Inc., 1221 Avenue of the Americas, New York, New York 10020.”

     The stock certificate evidencing such shares shall be held in custody by the Company until the restrictions thereon shall have lapsed, and, as a condition of this Award, the Employee shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Performance Shares of Stock covered by this Award.

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     With respect to the procedures set forth in this Section 1(b), the Company may, in its sole discretion, provide for the book entry on behalf of the Employee of the Restricted Performance Shares of Stock covered by this Award with the Company’s Registrar and Transfer Agent in lieu of the issuance of a stock certificate to the Employee for all or a portion of the period extending from the date hereof until the lapse of restrictions upon such shares; provided , that such shares represented by said book-entry shall be (i) deemed to be held in custody by the Company until the restrictions thereon shall have lapsed, (ii) subject to the terms and conditions (including forfeiture) of the Plan, and (iii) the terms and conditions of this Award.

     2.  Performance Goals . The achievement of this Award shall be measured against a schedule of an Earnings Per Share (“EPS”) growth goal established by the Committee. This schedule will govern the determination of the Restricted Performance Shares payable on the date the Award matures. If EPS growth equals the targeted EPS growth goal, the Restricted Performance Share Award will be fully earned out, and the Employee shall receive 100% of the shares. For EPS growth between the zero payout level as established by the Committee and the targeted growth goal, the Employee shall receive a pro rata portion of the shares. For growth between the targeted goal and the 200% payout level, as established by the Committee, the Employee shall receive 100% of the shares at the targeted EPS growth plus a pro rata portion of the shares between the 100% and 200% payout levels. For EPS growth which equals or exceeds the 200% payout level, as established by the Committee, the Employee shall receive 200% of the shares payable at the 100% payout level. For growth at or below the zero payout level, all Restricted Performance Share Awards will be forfeited by the Employee.

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     For purposes of this Award, EPS means diluted earnings per share as shown on the Consolidated Statement of Income in the Company’s Annual Report adjusted to exclude the following items:

	(1)	Charges for Discontinued Operations;
	(2)	Charges for Extraordinary items and any other unusual or non-recurring items of loss or expense, including restructuring charges;
	(3)	The unbudgeted current year impact and the cumulative effect of changes in Accounting Principles;
	(4)	Any one-time charge, or dilution caused by seasonal impact or other factors, resulting from any acquisition or divestiture; and
	(5)	The effect of changes in Federal corporate Tax Rates.

     Items (1) through (4) above shall be taken into account as adjustments to EPS for purposes of calculating the amount of the Award earned by an Employee only to the extent that they are separately identified on the Consolidated Statement of Income in the Company’s Annual Report or separately quantified in the Notes to the Consolidated Financial Statements in the Management’s Discussion and Analysis section of the Company’s Annual Report or in other Company filings with the Securities and Exchange Commission. Notwithstanding anything contained herein, the Committee, in its sole discretion, reserves the right: (i) with respect to any Employee who is, in the year such Award becomes deductible by the Company, a “covered employee” within the meaning of Section 162(m)(3) of the Internal Revenue Code of 1986, as amended, to exclude from the computation of EPS all or any part of any item of extraordinary, unusual, non-recurring or special gain or income (but not any item of loss or expense), whether or not shown separately on the Consolidated Statement of Income, and whether or not separately quantified in the Notes to the Consolidated Financial Statements in the Management’s Discussion

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and Analysis section of the Company’s Annual Report or in other Company filings with the Securities and Exchange Commissions, that the Committee considers appropriate to so exclude, (ii) with respect to any Employee, to exclude less than all of an item of loss or expense described in Items (1) through (5) above, and (iii) with respect to any Employee who is not, in the year such Award becomes deductible by the Company, a “covered employee” (or who is a “covered employee” but whose aggregate compensation, including this Award, is less than $1 million) within the meaning of Section 162(m)(3) of the Internal Revenue Code of 1986, as amended, to exclude from the computation of EPS all or any part of any item of extraordinary, unusual, non-recurring or special gain, income, loss or expense, whether or not shown separately on the Consolidated Statement of Income, and whether or not separately quantified in the Notes to the Consolidated Financial Statements in the Management’s Discussion and Analysis section of the Company’s Annual Report or in other Company filings with the Securities and Exchange Commissions, that the Committee considers appropriate to so exclude.

     It is the intention of the Company that the share Award shall satisfy the requirements for “other performance based compensation” within the meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended, and the Regulations thereunder, except to the extent Section 9 herein becomes applicable. Such “other performance based compensation” is deductible by the Company notwithstanding the provisions of Section 162(m)(1) disallowing deductions for annual compensation in excess of $1 million paid or accrued to or for a “covered employee”. In view of the present lack of clear and definitive legal guidance regarding the requirements for “other performance based compensation”, the Company reserves the right, in the event that any share Award otherwise payable hereunder to a “covered employee” is ineligible

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for treatment as “other performance based compensation” and if, but only if, such ineligibility would result in the loss of tax deductions to the Company, to defer, in whole or in part, the Employee’s receipt of such Award under the terms of the following paragraph, but only with respect to Awards that become payable before a Change of Control.

     Under the circumstances described in the preceding paragraph, (a) the Employee will, but only to the extent necessary to avoid a deduction disallowance to the Company, forfeit all rights to Restricted Performance Shares covered by this Award and (b) the Company shall credit to the Employee’s Deferred Account under The McGraw-Hill Companies, Inc. Key Executive Short-Term Incentive Deferred Compensation Plan an amount equal to the fair market value of such forfeited Shares as of the date such Shares are valued for other Employees. Said amount credited to the Employee’s Deferred Account, together with interest, shall be paid in a lump sum on January 15 following the year the Employee is no longer a “covered employee” within the meaning of said Section 162(m) of the Internal Revenue Code of 1986, as amended (or if the Employee so requests, at such later date in accordance with the terms of the Key Executive Short-Term Incentive Deferred Compensation Plan).

     3.  Maturity and Payment Dates . The maturity date of this Restricted Performance Share award will be December 31 in the third consecutive year of the cycle including, for this purpose, the year in which the Restricted Performance Shares were awarded (the “Maturity Date”). The date of March 15 of the year following the Maturity Date is referred to herein as the “Payment Date.”

     4.  Distribution Following Maturity and Payment Dates of Award . If the Employee remains an employee of the Company through the Payment Date, as hereinafter defined, for the

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Award and the EPS objective is achieved in accordance with the payout schedule established by the Committee, the Restricted Performance Shares covered by such Award shall be earned out, and a share certificate for such shares shall be delivered to the Employee by the Payment Date. If applicable in accordance with Section 1(b) herein, the restrictive legend shall be removed from the certificate for such shares at the time of delivery to the Employee.

     Before the certificate is delivered to the Employee, the Company must withhold all applicable Federal, state and local income taxes. The Company will hold back a sufficient number of the unrestricted shares which would otherwise be delivered to the Employee to satisfy the required withholding obligation unless the Employee notifies the Company in writing on or before October 15 in the year the award matures that the Employee will submit a check to satisfy the tax obligation.

     5.  Termination of Employment Prior to Payment Date of Award . In the event of the termination of the Employee’s employment with the Company prior to the Maturity Date for the Award due to (i) Normal Retirement, Early Retirement, or Disability under the Company’s or one of its subsidiaries’ retirement or disability plans, (ii) death, or (iii), with the approval of the Committee, in connection with a termination by the Company other than for Cause, the Employee shall be eligible to receive a pro rata portion of the Restricted Performance Shares covered by such Award.

     Except as provided in Section 9 herein, in the event an Employee voluntarily resigns his employment with the Company or is involuntarily terminated by the Company for Cause prior to

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the Payment Date for the Award, the Employee shall forfeit the right to the shares of stock covered by such Award.

     (a)  Determination of Pro Rata Award Opportunity .

     (i) The pro rata portion of the shares to be earned out by the Employee if he or she terminates because of Normal Retirement, Early Retirement, or Disability under the Company’s or one of its subsidiaries’ retirement or disability plans, shall be determined (a) first, by multiplying the number of Restricted Performance Shares awarded by a fraction, the numerator of which is the number of years completed during the performance period (counting the year of termination as a completed year) and the denominator of which is the total number of years in the performance period; (b) second, by measuring the cumulative compound growth from the Award cycle base year through the Maturity Date; and (c) by awarding the number of shares determined in (a) based on the degree to which the cumulative compound growth calculated in (b) achieves the EPS goal established for the Award, subject to the limits set forth in the goal and payout schedule established for this Award and to the provisions of Section 2 herein.

     (ii) The pro rata portion of the shares to be earned out by the Employee, with the approval of the Committee, in connection with a termination by the Company other than for Cause, shall be determined (a) first, by multiplying the number of Restricted Performance Shares awarded by a fraction, the numerator of which is the number of full months during the performance period in which Employee participated and the denominator of which is 36 months; (b) second, by measuring the cumulative compound growth from the Award cycle base year through the Maturity Date; and (c) by

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awarding the number of shares determined in (a) based on the degree to which the cumulative compound growth calculated in (b) achieves the cumulative EPS goal established for the Award, subject to the limits set forth in the goal and payout schedule established for this Award and to the provisions of Section 2 herein.

     (iii) The pro rata portion of the shares to be earned out by the Employee if he or she terminates because of death, shall be determined (a) first, by multiplying the number of Restricted Performance Shares awarded by a fraction, the numerator of which is the number of years completed during the performance period (counting the year of termination as a completed year) and the denominator of which is the total number of years in the performance period; (b) second, by measuring the cumulative compound growth from the Award cycle base year through the end of the year in which termination occurs; and (c) by awarding the number of shares determined in (a) based on the degree to which the cumulative compound growth calculated in (b) achieves the cumulative EPS goal established for the Award, subject to the limits set forth in the goal and payout schedule established for this Award and to the provisions of Section 2 herein.

     (iv) For purposes of these Terms and Conditions, the “performance period” shall be deemed to have begun as of the First business day in January of the calendar year in which the grant of the Restricted Performance Shares of stock covered by these Terms and Conditions shall be made.

     (b)  Distribution of Pro Rated Award .

     (i) Termination Other Than for Death . In the event of the termination of the Employee’s employment with the Company prior to the Maturity Date for the

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Award other than for death (including, without limitation, Normal Retirement, Early Retirement, Disability under the Company’s or one of its subsidiaries’ retirement or disability plans, or other than for Cause), the Employee’s pro rata portion of the Award (if any) determined to have been earned out pursuant to Section 5(a) herein shall be delivered to the Employee on the Payment Date.

     (ii) Termination for Death . In the event of the termination of the Employee’s employment with the Company prior to the Maturity Date for the Award due to death, the Employee’s pro rata portion of the Award (if any) determined to have been earned out pursuant to Section 5(a) herein shall be delivered to the Employee no later than March 15 of the year immediately following the year in which death occurred.

     6.  Voting and Dividend Rights . Subject to the terms and conditions of Section 10 herein, the Employee shall have the right to vote any Restricted Performance Shares of Stock covered by this Award and to receive any dividends with respect to such shares.

     7.  Transfer Restrictions . This Award and the shares of Restricted Performance Stock which have not yet become unrestricted and earned out are nontransferable (other than by will or by the laws of descent and distribution), and may not be transferred, sold, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Any attempt to effect any of the foregoing shall be null and void.

     8.  Miscellaneous . The terms of this Award document (a) shall be binding upon and inure to the benefit of any successor of the Company, (b) shall be governed by the laws of the State of New York and any applicable laws of the United States, and (c) may not be amended or

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modified in any way without the express written consent of both the Company and the Employee. Consent on behalf of the Company may only be given through a writing signed, dated and authorized by the Executive Vice President of Human Resources for The McGraw-Hill Companies, Inc., which directly refers to these Terms and Conditions of the Award. No other modifications to the terms of this Award document are valid under any circumstances. No contract or right of employment shall be implied by this Award document. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 425(a) of the Internal Revenue Code of 1986, as amended), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of this Award to be employment by the Company.

     9.  Change in Control . In the event of a Change in Control, as defined in the Plan, the following shall apply:

          (a) The EPS goal hereunder shall have been deemed to be achieved, and shall be the higher of (i) the target EPS goal and (ii) the EPS goal the Employee would have earned for the Award cycle if the achievement of the relevant goal were measured as of the date such Change in Control is determined to have occurred solely with respect to the time frame in which the Award was outstanding.

     (b)     (i) The restrictions applicable to the Restricted Performance Shares shall lapse and a pro rata portion of the restricted shares as determined in Section 9(b)(ii)

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below shall be distributed immediately to the Employee in the form of unrestricted shares.

             (ii) Calculation of the pro rata unrestricted shares to be distributed to the Employee hereunder shall be determined solely by multiplying the number of shares in the Restricted Performance Share Award by a fraction, (x) the numerator of which is the number of calendar quarters of the 12 quarter cycle for the award which have occurred from the date hereof up to and including the calendar quarter in which the Change in Control occurred and (y) the denominator of which is 12 quarters.

     (c)     (i) The other restricted shares not distributed to the Employee as unrestricted shares pursuant to Section 9(b)(i) above will be converted into cash by the Company as of the date such Change in Control is determined to have occurred. The converted cash amount for each restricted share shall be the Change in Control Price. For purposes of this paragraph, the “Change in Control Price” means the highest cash price per share paid by an acquirer related to a Change in Control for the Company’s common stock in any transaction reported on the New York Stock Exchange Composite Index, or paid or offered in the transaction or transactions that result in the Change in Control or any other bona fide transaction related to a Change in Control or possible Change in Control of the Company at any time during the sixty-day period ending on the date of the Change in Control, as determined by the Committee. Such cash amounts for these restricted shares will be retained by the Company for the benefit of the Employee and thereafter will be distributed by the Company to the Employee following the Maturity Date of the Award.

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             (ii) If the payment to the shareholders of the Company in connection with the transaction giving rise to a Change in Control is in the form of securities, either in whole or in part, then for the purpose of determining the Change in Control Price such securities will be deemed converted immediately by the Company into a cash equivalent amount as of the date of the Change in Control. The determination of such cash equivalent amount for such securities shall be made by an independent investment banking firm selected by the Company. The determination of the cash equivalent amount by this independent investment banking firm shall be conclusive. All fees incurred in retaining this investment banking firm will be paid for by the Company. These cash amounts so determined as a cash equivalent in the manner provided herein, together with the cash derived from converting the unrestricted shares into cash under Section 9(c)(i) above, will be retained by the Company for the benefit of the Employee and thereafter will be distributed by the Company to the Employee following the Maturity Date of the Award.

             (iii) Notwithstanding anything herein to the contrary in Sections 9(c)(i) and 9(c)(ii) above, if in connection with a Change in Control the Company elects to fund other payments due senior executives of the Company pursuant to various management and benefit plans by effecting payments to the “rabbi trust” for which the Bank of New York acts as trustee or through some other comparable vehicle in order to protect these payments for the benefit of the senior executives, the Company in such instance will immediately fund the cash payment referred to herein on the same basis, for example, using a rabbi trust or other comparable vehicle, that are provided for other payments due senior executives of the Company.

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             (iv) If Employee is terminated involuntarily (except for Cause) prior to the Maturity Date of the Award, Employee shall receive a cash payment computed as provided in Section 9(c) (i), (ii) and (iii) with respect to the Restricted Shares which were not converted into common stock and distributed to the Employee pursuant to Section 9(a) and (b)(i) calculated as of the date such Change in Control is determined to have occurred, upon such termination.

             (v) If the employment of Employee is terminated voluntarily and Employee receives severance in accordance with any of the provisions of the severance plan in which Employee participates at the time of a Change in Control, Employee shall receive a cash payment computed as provided in Section 9(c) (i), (ii) and (iii) with respect to the Restricted Shares which were not converted into common stock and distributed to the Employee pursuant to Section 9(a) and (b)(i) calculated as of the date such Change in Control is determined to have occurred, upon such termination.

             (vi) If the employment of Employee is terminated due to death, or Retirement or Disability under the Company’s or one of its subsidiaries’ retirement or disability plans prior to the Maturity Date of the Award, Employee shall receive a cash payment computed as provided in Section 9(c)(i), (ii) and (iii) with respect to the Restricted Shares which were not converted into common stock and distributed to the Employee pursuant to Section 9(a) and (b)(i) calculated as of the date such Change in Control is determined to have occurred, upon such termination.

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          (d) If in the event of a Change in Control no listing or registration statement is in effect pursuant to Section 10 below, the Company shall distribute to the Employee a cash equivalent amount representing the shares of common stock to be distributed to the Employee.

     10.  Securities Law Requirements. The Company shall not be required to issue shares of Common Stock pursuant to this Award unless and until (a) such shares have been duly listed upon each stock exchange on which the Company’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933, as amended, with respect to such shares is then effective.

     11.  Incorporation of Plan Provisions. This Award is made pursuant to the Plan except where specifically noted as if the same were fully set forth herein. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan.

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Exhibit 10.11

To: _________________________

2002 STOCK INCENTIVE PLAN

Restricted Performance Share Award

The McGraw-Hill Companies, Inc., hereby grants to you a Restricted Performance Share Award for __________shares of Common Stock of the Company, subject to the following terms and conditions:

The Restricted Performance Share Award is issued in accordance with and subject to the provisions of the 2002 Stock Incentive Plan, as amended, and the Terms and Conditions for such Award. This Restricted Performance Share Award shall mature on _________, 200_.

The determination of the shares earned will be made following the maturity date of the Award, subject to the achievement of the performance goal established for this Award.

In the event of any error in recording here the amount or amounts of any award or awards made by the Compensation Committee, the official records of the Committee’s action shall control.

The McGraw-Hill Companies, Inc.

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Exhibit 10.12

To: Name

2002 STOCK INCENTIVE PLAN

Non-Qualified Stock Option

The McGraw-Hill Companies, Inc., hereby grants to you a Non-Qualified Stock Option to purchase ________shares of Common Stock of the Company at $______ per share, subject to the following terms and conditions:

The Non-Qualified Stock Option is issued in accordance with and subject to the provisions of the , as amended, and may be exercised only to the extent and under the conditions set forth in the Plan.

This Non-Qualified Stock Option shall expire as provided in the Plan, but no later than ________.

This Non-Qualified Stock Option shall be exercisable as follows:

50% on and after __________________
100% on and after _________________

This Non-Qualified Stock Option may not be transferred except by will or intestacy, and during your lifetime shall be exercisable only by you.

The Compensation Committee of the Board has determined that this Non-Qualified Stock Option will be exercisable for the full term of the option if employment is terminated by reason of Disability, Normal Retirement or Early Retirement.

In the event of any error in recording here the amount or amounts of any award or awards made by the Compensation Committee of the Board, the official records of the Committee’s action shall control.

The McGraw-Hill Companies, Inc.

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TABLE OF CONTENTS

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THE McGRAW-HILL COMPANIES, INC. MANAGEMENT SEVERANCE PLAN

Section 1. Purpose .

     The purpose of the Management Severance Plan (the “ Plan ” ) is to provide managers who are in a position to contribute to the success of The McGraw-Hill Companies, Inc., or any subsidiary at least 20% of whose voting shares are owned directly or indirectly by The McGraw-Hill Companies, Inc. (collectively, the “ Company ” ), with reasonable compensation in the event of their termination of employment with the Company.

Section 2. Effective Date .

The Plan is effective as of January 28, 1987.

Section 3. Administration .

     The Plan shall be administered by the Chief Executive Officer (the “ CEO ”) of the Company. The CEO shall have authority to delegate responsibility for the operation and administration of the Plan. Subject to the express provisions of the Plan , including without limitation Section 17 below, and the rights of Participants pursuant thereto, the CEO or his or her delegate (the “ Administrator ”) shall have discretionary authority to (i) adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as the Administrator shall, from time to time, deem advisable; (ii) resolve all questions or ambiguities relating to the interpretation and application of the Plan (and any notices or agreements relating thereto); (iii) make eligibility and benefit determinations under the Plan, including any factual determinations relevant thereto; and (iv) otherwise supervise the administration of the Plan in accordance with the terms hereof. The discretionary authority under the preceding sentence may also be exercised by any person making a determination on a claim for benefits or a review of a claim pursuant to Section 16 below, subject to Section 17 below.

     Subject to Sections 16 and 17 hereof, all decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Participants.

Section 4. Participation .

     The CEO shall from time to time select the employees who are to participate in the Plan (the “ Participants ” ) from among those employees who are determined by the CEO to be in a position to contribute to the success of the Company.

     The Company shall notify each Participant in writing of his participation in the Plan, and such notice shall also set forth the payments and benefits to which the Participant may become entitled. The Company may also enter into such agreements as the Company deems necessary or appropriate with respect to a Participant’s rights under the Plan. Any such notice or agreement may contain such terms, provisions and conditions not inconsistent with the Plan, including but not limited to provisions for the extension or renewal of any such agreement, as shall be determined by the Company, in its sole discretion.

     A Participant shall cease to be a Participant in the Plan upon the earlier of (i) his receipt of all of the payments, if any, to which he is or becomes entitled under the terms of this Plan and the terms of any notice or agreement issued by the Company with respect to his participation hereunder,

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or (ii) the termination of his employment with the Company under circumstances not requiring payments under the terms of this Plan.

Section 5. Payments upon Termination of Employment at Company Convenience .

          (a) In the event of a Termination of Employment at Company Convenience, the Participant shall be entitled, as compensation for services rendered, subject to any applicable payroll or other taxes required to be withheld, to:

               (i) continue to receive an amount equal to his Monthly Base Salary for a period of not more than 12 months nor less than 6 months following his termination of employment, based upon the following formula: the number of full and partial years of the Participant’s continuous service with the Company, up to a maximum of 20 years, multiplied by 0.6;

               (ii) remain an active participant in all Company-sponsored retirement, life, medical, dental, accidental death and disability insurance benefit plans or programs in which he was participating at the time of his termination for the full duration of the salary continuation period described in Section 5(a)(i) above, but only to the extent permitted by applicable law as determined by the Company, it being understood that continued participation in Company-sponsored retirement plans or programs shall be limited to such plans or programs that are not intended to be qualified under Section 401 (a) or 401(k) of the Internal Revenue Code of 1986, as amended (the “ Code ”);

provided that the CEO may authorize, in his sole discretion, in lieu of the payments and benefits provided under Section 5(a)(i) and (ii) above, payment to the Participant of a single lump sum equal to 110% of the Participant’s Monthly Base Salary for the period specified under Section 5(a)(i) (100% of Monthly Base Salary for such period in lieu of salary continuation, and 10% of Monthly Base Salary for such period in lieu of benefits continuation).

     Such payments shall be in lieu of any other payments under the Plan or under any other severance pay or separation allowance plan, program or policy of the Company, including the Company’s Separation Pay Plan ; provided, however , if payments pursuant to the terms and conditions of the Company’s Separation Pay Plan would result in greater payments to a Participant than would be payable under this Plan, said Participant shall in such event receive payments pursuant to the terms and conditions of the Company’s Separation Pay Plan in lieu of payments pursuant to this Plan.

          (b) For purposes of this Section 5, the following definitions shall apply:

               (i) “ Termination of Employment at Company Convenience ” shall mean termination of the employment of a Participant initiated by the Company, other than for Cause, and other than by reason of death, Disability, voluntary resignation by a Participant, or lawful Company mandated retirement at normal retirement age.

               (ii) “ Cause ” shall mean the Participant’s misconduct in respect of the Participant’s obligations to the Company or other acts of misconduct by the Participant occurring during the course of the Participant’s employment, which either case results in or could reasonably be expected to result in material damage to the property, business or reputation of the Company; provided that in no event shall

42

unsatisfactory job performance alone be deemed to be “Cause”; and, provided, further, that no termination of employment that is carried out at the request of a person seeking to accomplish a Change in Control or otherwise in anticipation of a Change in Control shall be deemed to be for “Cause”.

               (iii) “ Disability ” shall mean a Participant’s long-term disability pursuant to a determination of disability under the Company’s Long-Term Disability Plan.

               (iv) “ Monthly Base Salary ” shall mean a Participant’s highest regular monthly salary during the preceding 24-month period, excluding any of the following: year-end or other bonuses, incentive compensation, whether short term or long term, commissions, reimbursed expenses, and any payments on account of premiums on insurance or other contributions made to other welfare or benefit plans.

               (v) “ Change of Control ” shall mean:

               (i) An acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Corporation (the “ Outstanding Corporation Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “ Outstanding Corporation Voting Securities ”); excluding, however, the following: (1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation; (2) any acquisition by the Corporation; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation; or (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or

               (ii) A change in the composition of the Board of Directors such that the individuals who, as of the effective date of the Plan, constitute the Board of Directors (such Board of Directors shall be hereinafter referred to as the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided , however , for purposes of this definition, that any individual who becomes a member of the Board of Directors subsequent to the effective date of the Plan, whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board of Directors and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further , that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors shall not be so considered as a member of the Incumbent Board; or

43

               (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (“ Corporate Transaction ”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (other than the Corporation, any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

               (iv) The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

          (c)          (i) In the event a Participant dies after the commencement of payments pursuant to Section 5(a) above, the balance of said payments shall be payable to said Participant’s estate.

                         (ii) It is the intent of this Plan that a Participant’s transfer to another location shall not by itself entitle a Participant to payments hereunder.

                         (iii) It is the intent of this Plan that a Participant shall not receive payments hereunder in the event of a sale of the business unit of the Company with which the Participant is associated, if the Participant (A) is offered a Local Position which is either a Comparable Position or a Substitute Position with the buyer or the Company (or any successor thereto), whether or not such offer is accepted by the Participant, or (B) is employed following such transaction by the buyer or the Company (or any successor thereto).

     For purposes of the Plan, the following definitions shall apply: the determination of whether a position is considered a “ Local Position ” will be made by the CEO using standards similar to the standards utilized under the Code (including, without limitation, the distance standard in Section 217(c)(1)(A) of the Code), for purposes of moving expense deductions, and such other factors as the CEO deems relevant; whether a position offered to a Participant is a “ Comparable Position ” to the then current position held by the Participant shall be determined by the CEO after taking into account the job requirements of the two positions, the duties of the two positions, the base pay of the two positions and such other factors as the CEO deems

44

relevant; a “ Substitute Position ” is a position which may not be comparable in title, duties and responsibilities to a prior position, but which affords the Participant a comparable level of base pay and which, in the judgment of the CEO, is consistent with the experience, education or skills of the Participant. A Comparable Position or a Substitute Position may require a Participant to utilize different skills from those used in the Participant’s then current position. Aggregate levels of benefits, cash bonus opportunities and titles do not need to be taken into account by the CEO in assessing whether a position qualifies as a Comparable Position or a Substitute Position.

Section 6. Unfunded Status of Plan .

     The Plan is intended to constitute an “unfunded” compensation arrangement. With respect to any payments required to be made, but not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Company may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver payments in lieu of or with respect to amounts payable hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

Section 7. Termination and Amendment of the Plan .

     The Company shall have the right at any time, in its discretion, to amend the Plan, in whole or in part, or to terminate the Plan, except that no amendment or termination shall impair or abridge the obligations of the Company to any Participant or the rights of any Participant under the Plan (1) under any notices or agreements previously issued pursuant to the Plan, (2) with respect to any termination of employment that occurred before such amendment or termination, or (3) with respect to any termination of employment that occurs during the period of 24 months following a Change of Control or that is carried out at the request of a person seeking to accomplish a Change in Control or otherwise in anticipation of a Change in Control, in each case without the express written consent of the affected Participant.

     Except for the amendments or modifications made by the Board or Committee as provided for in this section, no modifications, alterations and/or changes made to the terms and/or provisions of the Plan, either globally or for an individual participant, will be effective unless evidenced by a writing that directly refers to the Plan and which is signed and dated by the Executive Vice President of Human Resources, as such title may be modified from time to time.

Section 8. Benefit of Plan .

     The Plan shall be binding upon and shall inure to the benefit of the Participant, his heirs and legal representatives, and the Company and its successors. The term “ successor ” shall mean any person, firm, corporation or other business entity that, at any time, whether by merger, acquisition or otherwise, acquires all or substantially all of the stock, assets or business of the Company.

Section 9. Non-Assignability .

     Each Participant’s rights under this Plan shall be nontransferable except by will or by the laws of descent and distribution and except insofar as applicable law may otherwise require. Subject to the foregoing, no right, benefit or interest hereunder, shall be subject to anticipation,

45

alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall, to the full extent permitted by law, be null, void and of no effect.

Section 10. Effect of Other Plans .

     Except as expressly provided in Section 5 with respect to the Company’s Separation Pay Plan, (i) nothing in the Plan shall affect the level of benefits provided to or received by any Participant (or the Participant’s estate or beneficiaries) as part of any employee benefit plan of the Company, and (ii) the Plan shall not be construed to affect in any way a Participant’s rights and obligations under any other plan maintained by the Company on behalf of employees.

Section 11. Mitigation and Offset .

     No Participant shall be required to mitigate the amount of any payment under the Plan by seeking employment or otherwise, and there shall be no right of set-off or counterclaim, in respect of any claim, debt or obligation, against any payments to the Participant, his dependents, beneficiaries or estate provided for in the Plan.

     If, after a Participant’s termination of employment with the Company, the Participant is employed by another entity or becomes self-employed, the amounts (if any) payable under this Plan to the Participant shall not be offset by the amounts (if any) payable to the Participant from such new employment with respect to services rendered during the severance period applicable to such Participant under this Plan.

Section 12. Termination of Employment .

     Nothing in the Plan shall be deemed to entitle a Participant to continued employment with the Company, and the rights of the Company to terminate the employment of a Participant shall continue as fully as though this Plan were not in effect.

Section 13. Severability .

     In the event that any provision or portion of the Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of the Plan shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

Section 14. Disputed Claims .

          (a) If a Participant makes a claim for payments under the Plan and such claim is disputed by the Company (a “ Disputed Claim ”), the Company shall reimburse the Participant for any reasonable attorney’s fees and disbursements incurred in pursuing such claim (“ Attorney’s Fees ”) provided that the Participant obtains a nonappealable, final judgment from a court of competent jurisdiction or a binding arbitration award granting the Participant all or substantially all of the amount sought (a “ Judgment or Award ”). Unless the Judgment or Award specifies whether it constitutes “all or substantially all of the amount sought,” such determination shall be made by the Administrator in its sole and absolute discretion. Said reimbursement of Attorney’s Fees, if applicable, shall be made as soon as practicable after said determination.

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          (b) If a Disputed Claim is made with respect to a termination of employment occurring during a period beginning on the date of a Change of Control and ending 24 months thereafter, the Participant shall be entitled to reimbursement of Attorney’s Fees, whether or not the Participant obtains a Judgment or Award. Such reimbursement shall be made on a “pay-as-you-go” basis, as soon as practicable after presentation to the Company of any periodic statements for Attorney’s Fees.

          (c) Without affecting the rights of a Participant under subsection (a) of this Section 14, a Participant shall be entitled to reimbursement of Attorney’s Fees for a Disputed Claim in accordance with the terms of subsection (b) with respect to termination of employment occurring six months prior to a Change of Control, whether or not the Participant obtains a Judgment or Award, provided , however , that no reimbursement will be made under this subsection (c) in such case (i) unless and until the Change of Control actually occurs or (ii) if reimbursement has been made under subsection (a) of this Section 14.

Section 15. Governing Law; Section Heading .

     All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of New York.

     The section headings used in this document are for ease of reference only and shall not be controlling with respect to the application and interpretation of this Plan.

Section 16. Claims Procedure .

          (a) Benefits shall be paid in accordance with the provisions of the Plan. Any claim for benefits under the Plan shall be promptly filed in writing by the Participant, the Participant’s beneficiary or contingent beneficiary, or the Participant’s authorized representative (hereinafter collectively referred to as the “ Claimant ”) with the Company. This written claim shall be mailed or delivered to the Company by registered mail and shall be decided by the person or persons to whom this responsibility is delegated from time to time by the Administrator.

          (b) The Claimant shall be sent a written notice of the Company’s determination with respect to the claim of the Claimant within 90 days of receipt of the claim, unless special circumstances require an extension of time for processing the claim. Such extension shall not exceed 90 days and notice thereof will be given within the first 90-day period. If the claim is denied in whole or in part, the notice shall indicate the reason for the denial (including references to the Plan provisions on which the denial is based), describe any additional information or material needed and the reasons why such additional information or material is necessary, and explain the claim review procedure.

          (c) If a claim is denied in whole or in part (or if no decision on a claim is rendered within the limitations of the time described in Section 16(b)), the Claimant may request a review of the decision (or of the claim, if no timely decision has been rendered). This request shall be submitted in writing to the Chief Human Resources Officer of the Company (the “ Claims Reviewer ”) within 60 days of receipt of the notice of denial. The business address and telephone number of the Claims Reviewer is:

The McGraw-Hill Companies, Inc.
1221 Avenue of the Americas

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New York, New York 10020
(212) 512-2000

This written request for review shall be mailed or delivered to the Claims Reviewer by registered mail. The Claimant may review pertinent documents and may submit in writing additional comments and material.

          (d) The Company shall have the right to change the Claims Reviewer under the Plan. The Company shall also have the right to change the address and telephone number of the Claims Reviewer. The Company shall give the Participants written notice of any change of the Claims Reviewer, or any change in the address and telephone number of the Claims Reviewer.

          (e) A review decision shall be made by the Claims Reviewer within 60 days of receipt of the request for review, unless there are special circumstances (such as the need for a hearing) which require an extension of the time for processing. Such extension shall not exceed 60 days and notice thereof shall be given within the first 60-day period. The review decision shall be in writing and include specific references to the Plan provisions on which the decision is based.

Section 17. Limit on Discretionary Authority After Change of Control

          Notwithstanding any other provision of this plan, the authority granted pursuant to Sections 3, 14 and 16 above to the Administrator and to persons making determinations on claims for benefits and reviews of claims shall, when exercised (1) during the period of 24 months following a Change of Control or (2) with respect to any termination of employment that occurs during the period of 24 months following a Change of Control or that is carried out at the request of a person seeking to accomplish a Change in Control or otherwise in anticipation of a Change in Control, shall not be “discretionary,” but shall be subject to de novo review by a court of competent jurisdiction or an arbitrator, as applicable.

January 28, 1987

As amended: March 25, 1987

September 30, 1987
September 28, 1988
April 26, 2000
April 24, 2002
October 23, 2003

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TABLE OF CONTENTS

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THE McGRAW-HILL COMPANIES, INC. EXECUTIVE SEVERANCE PLAN

Section 1. Purpose.

     The purpose of the Executive Severance Plan (the “ Plan ”) is to provide managers who are in a position to contribute materially to the success of The McGraw-Hill Companies, Inc., or any subsidiary at least 20% of whose voting shares are owned directly or indirectly by The McGraw-Hill Companies, Inc. (collectively, the “ Company ”), with reasonable compensation in the event of their termination of employment with the Company.

Section 2. Effective Date.

     The Plan is effective as of January 28, 1987.

Section 3. Administration.

     The Plan shall be administered by the Chief Executive Officer (the “ CEO ”) of the Company. The CEO shall have authority to delegate responsibility for the operation and administration of the Plan. Subject to the express provisions of the Plan, including without limitation Section 17 below, and the rights of Participants pursuant thereto, the CEO or his or her delegate (the “ Administrator ”) shall have discretionary authority to (i) adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as the Administrator shall, from time to time, deem advisable; (ii) resolve all questions or ambiguities relating to the interpretation and application of the Plan (and any notices or agreements relating thereto); (iii) make eligibility and benefit determinations under the Plan, including any factual determinations relevant thereto; and (iv) otherwise supervise the administration of the Plan in accordance with the terms hereof. The discretionary authority under the preceding sentence may also be exercised by any person making a determination on a claim for benefits or a review of a claim pursuant to Section 16 below, subject to Section 17 below.

     Subject to Sections 16 and 17 hereof, all decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Participants.

Section 4. Participation.

     The CEO shall from time to time select the employees who are to participate in the Plan (the “ Participants ”) from among those employees who are determined by the CEO to be in a position to contribute materially to the success of the Company.

     The Company shall notify each Participant in writing of his participation in the Plan, and such notice shall also set forth the payments and benefits to which the Participant may become entitled. The Company may also enter into such agreements as the Company deems necessary or appropriate with respect to a Participant’s rights under the Plan. Any such notice or agreement may contain such terms, provisions and conditions not inconsistent with the Plan, including but not limited to provisions for the extension or renewal of any such agreement, as shall be determined by the Company in its sole discretion.

     A Participant shall cease to be a Participant in the Plan upon the earlier of (i) his receipt of all the payments, if any, to which he is or becomes entitled

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under the terms of this Plan and the terms of any notice or agreement issued by the Company with respect to his participation hereunder, or (ii) the termination of his employment with the Company under circumstances not requiring payments under the terms of this Plan.

Section 5. Payments Upon Qualified Termination of Employment.

          (a) In the event of a Qualified Termination of Employment, the Participant shall be entitled, as compensation for services rendered, subject to any applicable payroll or other taxes required to be withheld, to:

               (i) continue to receive an amount equal to his Monthly Base Salary for a period following his termination of employment, based upon the following formula, but in no event for less than 9 months: the number of full and partial years of the Participant’s continuous service with the Company, up to a maximum of 20 years, multiplied by 0.9; provided that if the foregoing formula yields a period exceeding 12 months, the Participant shall be entitled to salary continuation for only 12 months and, in addition, shall be entitled to a single lump sum cash payment equal to the product of the Participant’s Monthly Base Salary and the number of months under the formula in excess of 12, to be paid 12 months after the Participant’s termination of employment, or as soon thereafter as practicable;

               (ii) remain an active participant in all Company-sponsored retirement, life, medical, dental, accidental death and disability insurance benefit plans or programs in which he was participating at the time of his termination for the duration of the salary continuation period described in Section 5(a)(i) above (not in excess of 12 months), but only to the extent permitted by applicable law, as determined by the Company, it being understood that continued participation in Company-sponsored retirement plans or programs shall be limited to such plans or programs that are not intended to be qualified under Section 401(a) or 401(k) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and, in addition, if the formula in Section 5(a)(i) above yields a period exceeding 12 months, the Participant shall be entitled to a single lump sum cash payment equal to 10% of the product of the Participant’s Monthly Base Salary and the number of months under the formula in excess of 12, to be paid 12 months after the Participant’s termination of employment, or as soon thereafter as practicable; provided that the CEO may authorize, in his sole discretion, in lieu of the payments and benefits provided under Section 5(a)(i) and (ii) above, payment to the Participant of a single lump sum equal to 110% of the Participant’s Monthly Base Salary for the period under the formula specified under Section 5(a)(i), or for 9 months, if longer (100% of Monthly Base Salary for such period in lieu of salary continuation, and 10% of Monthly Base Salary for such period in lieu of benefits continuation).

     Such payments shall be in lieu of any other payments under the Plan or under any other severance pay or separation allowance plan, program or policy of the Company including the Company’s Separation Pay Plan; provided, however , if payments pursuant to the terms and conditions of the Company’s Separation Pay Plan would result in greater payments to a Participant than would be payable under this Plan, said Participant shall in such event receive payments pursuant to the terms and conditions of the Company’s Separation Pay Plan in lieu of payments pursuant to this Plan.

          (b) For purposes of this Section 5, the following definitions shall apply:

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               (i) A “ Qualified Termination of Employment ” shall mean termination of employment with the Company (other than by reason of death, Disability, voluntary resignation by a Participant under circumstances not qualifying under (B) below, or lawful Company mandated retirement at normal retirement age)

          (A) by the Company for any reason other than for Cause, or

          (B) by the Participant after an Adverse Change in Conditions of Employment or for any reason during the 30-day period following the first anniversary of a Change of Control.

               (ii) “ Cause ” shall mean the participant’s misconduct in respect of the participant’s obligations to the Company or other acts of misconduct by the participant occurring during the course of the participant’s employment, which in either case results in or could reasonably be expected to result in material damage to the property, business or reputation of the Company; provided that in no event shall unsatisfactory job performance alone be deemed to be “Cause”; and, provided, further, that no termination of employment that is carried out at the request of a person seeking to accomplish a Change in Control or otherwise in anticipation of a Change in Control shall be deemed to be for “Cause.”

               (iii) An “ Adverse Change in Conditions of Employment ” shall mean the occurrence of any of the following events:

          (A) an adverse change by the Company in the Participant’s functions, duties or responsibilities, which change would cause the Executive’s position with the Company to become one of substantially less responsibility, importance or scope; or

          (B) a 10% or larger reduction by the Company (in one or more steps) of the Participant’s Monthly Base Salary.

Notwithstanding the foregoing, the Participant’s failure to object to the Company in writing to a change described in (A) or (B) above within 120 days after such change shall constitute a waiver of such change as an Adverse Change in Conditions of Employment.

               (iv) “ Disability ” shall mean a Participant’s long-term disability pursuant to a determination of disability under the Company’s Long-Term Disability Plan.

               (v) “ Monthly Base Salary ” shall mean a Participant’s highest regular monthly salary during the preceding 24-month period, excluding any of the following: year-end or other bonuses, incentive compensation, whether short-term or long-term, commissions, reimbursed expenses, and any payments on account of premiums on insurance or other contributions made to other Company welfare or benefit plans.

               (vi) “ Change of Control ” shall mean any of the following:

               (i) An acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated

53

under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Corporation (the “ Outstanding Corporation Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “ Outstanding Corporation Voting Securities ”); excluding, however, the following: (1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation; (2) any acquisition by the Corporation; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation; or (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or

               (ii) A change in the composition of the Board of Directors such that the individuals who, as of the effective date of the Plan, constitute the Board of Directors (such Board of Directors shall be hereinafter referred to as the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however , for purposes of this definition, that any individual who becomes a member of the Board of Directors subsequent to the effective date of the Plan, whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board of Directors and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso), shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule l4a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors shall not be so considered as a member of the Incumbent Board; or

               (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (“ Corporate Transaction ”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (other than the Corporation, any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

54

               (iv) The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

          (c) (i) In the event a Participant dies after the commencement of payments pursuant to Section 5(a) above, the balance of said payments shall be payable to said Participant’s estate.

               (ii) It is the intent of this Plan that a Participant’s transfer to another location shall not by itself constitute an Adverse Change in Conditions of Employment; provided , however , that such an Adverse Change in Conditions of Employment will be deemed to exist if, after a Change of Control, a Participant is transferred to a principal business location so as to increase the distance between the principal business location and such Participant’s place of residence at the time of the Change of Control by more than 50 miles or such other distance standard as may be established from time to time under Section 217(c)(1)(A) of the Code.

               (iii) It is the intent of this Plan that a Participant shall not receive payments hereunder in the event of a sale of the business unit of the Company with which the Participant is associated as an executive, provided that the Participant is offered a position and salary with the buyer or the Company comparable to the position and salary of the Participant immediately prior to said sale whether or not such offer is accepted by the Participant. If, however, the Participant is not offered a comparable position and salary, Participant shall be entitled to payments hereunder. A position shall not be deemed to be a “comparable position” for purposes of this subsection (iii) if it increases the distance between the Participant’s principal business location and the Participant’s place of residence at the time of the sale by more than 50 miles or such other distance standard as may be established from time to time under Section 217(c)(1)(A) of the Code.

Section 6. Unfunded Status of Plan.

     The Plan is intended to constitute an “unfunded” compensation arrangement. With respect to any payments required to be made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Company may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver payments in lieu of or with respect to amounts payable hereunder, provided, however , that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

Section 7. Termination and Amendment of the Plan.

     The Company shall have the right at any time, in its discretion, to amend the Plan, in whole or in part, or to terminate the Plan, except that no amendment or termination shall impair or abridge the obligations of the Company to any Participant or the rights of any Participant under the Plan (1) under any notices or agreements previously issued pursuant to the Plan, (2) with respect to any termination of employment that occurred before such amendment or termination, or (3) with respect to any termination of employment that occurs during the period of 24 months following a Change of Control or that is carried out at the request of a person seeking to accomplish a Change in Control or otherwise in anticipation of a Change in Control, in each case without the express written consent of the affected Participant.

     Except for the amendments or modifications made by the Board or Committee as provided for in this section, no modifications, alterations and/or changes made to

55

the terms and/or provisions of the Plan, either globally or for an individual participant, will be effective unless evidenced by a writing that directly refers to the Plan and which is signed and dated by the Executive Vice President of Human Resources, as such title may be modified from time to time.

Section 8. Benefit of Plan.

     The Plan shall be binding upon and shall inure to the benefit of the Participant, his heirs and legal representatives, and the Company and its successors. The term “ successor ” shall mean any person, firm, corporation or other business entity that, at any time, whether by merger, acquisition or otherwise, acquires all or substantially all of the stock, assets or business of the Company.

Section 9. Non-Assignability.

     Each Participant’s rights under this Plan shall be nontransferable except by will or by the law of descent and distribution and except insofar as applicable law may otherwise require. Subject to the foregoing, no right, benefit or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or setoff in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall, to the full extent permitted by law, be null, void and of no effect.

Section 10. Effect of Other Plans.

     Except as expressly provided in Section 5 with respect to the Company’s Separation Pay Plan, (i) nothing in the Plan shall affect the level of benefits provided to or received by any Participant (or the Participant’s estate or beneficiaries) as part of any employee benefit plan of the Company, and (ii) the Plan shall not be construed to affect in any way a Participant’s rights and obligations under any other plan maintained by the Company on behalf of employees.

Section 11. Mitigation and Offset.

     No Participant shall be required to mitigate the amount of any payment under the Plan by seeking employment or otherwise, and there shall be no right of setoff or counterclaim, in respect of any claim, debt or obligation, against any payments to the Participant, his dependents, beneficiaries or estate provided for in the Plan.

     If, after a Participant’s termination of employment with the Company, the Participant is employed by another entity or becomes self-employed, the amount (if any) payable under this Plan to the Participant shall not be offset by the amounts (if any) payable to the Participant from such new employment with respect to services rendered during the severance period applicable to such Participant under this Plan.

Section 12. Termination of Employment.

     Nothing in the Plan shall be deemed to entitle a Participant to continued employment with the Company, and the rights of the Company to terminate the employment of a Participant shall continue as fully as though this Plan were not in effect.

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Section 13. Severability.

     In the event that any provision or portion of the Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of the Plan shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

Section 14. Disputed Claims.

          (a) If a Participant makes a claim for payments under the Plan and such claim is disputed by the Company (a “ Disputed Claim ”), the Company shall reimburse the Participant for any reasonable attorney’s fees and disbursements incurred in pursuing such claim (“ Attorney’s Fees ”) provided that the Participant obtains a non-appealable, final judgment from a court of competent jurisdiction or a binding arbitration award granting the Participant all or substantially all of the amount sought (a “ Judgment or Award ”). Unless the Judgment or Award specifies whether it constitutes “all or substantially all of the amount sought,” such determination shall be made by the Administrator in its sole and absolute discretion. Said reimbursement of Attorney’s Fees, if applicable, shall be made as soon as practicable after said determination.

          (b) If a Disputed Claim is made with respect to a termination of employment occurring during a period beginning on the date of a Change of Control and ending 24 months thereafter, the Participant shall be entitled to reimbursement of Attorney’s Fees, whether or not the Participant obtains a Judgment or Award. Such reimbursement shall be made on a “pay-as-you-go” basis, as soon as practicable after presentation to the Company of any periodic statements for Attorney’s Fees.

          (c) Without affecting the rights of a Participant under subsection (a) of this Section 14, a Participant shall be entitled to reimbursement of Attorney’s Fees for a Disputed Claim in accordance with the terms of subsection (b) with respect to termination of employment occurring six months prior to a Change of Control, whether or not the Participant obtains a Judgment or Award, provided , however , that no reimbursement will be made under this subsection (c) in such case (i) unless and until the Change of Control actually occurs or (ii) if reimbursement has been made under subsection (a) of this Section 14.

Section 15. Governing Law; Section Headings.

     All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of New York.

     The section headings used in this document are for ease of reference only and shall not be controlling with respect to the application and interpretation of this Plan.

Section 16. Claims Procedure

          (a) Benefits shall be paid in accordance with the provisions of the Plan. Any claim for benefits under the Plan shall be promptly filed in writing by the Participant, Participant’s beneficiary or contingent beneficiary, or the Participant’s authorized representative (hereinafter collectively referred to as the “ Claimant ”) with the Company. This written claim shall be mailed or delivered to the Company by registered mail and shall be decided by the person or

57

persons to whom this responsibility is delegated from time to time by the Administrator.

          (b) The Claimant shall be sent a written notice of the Company’s determination with respect to the claim of the Claimant within 90 days of receipt of the claim, unless special circumstances require an extension of time for processing the claim. Such extension shall not exceed 90 days and notice thereof will be given within the first 90-day period. If the claim is denied in whole or in part, the notice shall indicate the reason for the denial (including references to the Plan provisions on which the denial is based), describe any additional information or material needed and the reasons why such additional information or material is necessary, and explain the claim review procedure.

          (c) If a claim is denied in whole or in part (or if no decision on a claim is rendered within the limitations of the time described in Section 16(b)), the Claimant may request a review of the decision (or of the claim, if no timely decision has been rendered). This request shall be submitted in writing to the Chief Human Resources Officer of the Company (the “ Claims Reviewer ”) within 60 days of receipt of the notice of denial. The business address and telephone number of the Claims Reviewer is:

The McGraw-Hill Companies, Inc.
1221 Avenue of the Americas
New York, New York 10020
(212) 512-2000

This written request for review shall be mailed or delivered to the Claims Reviewer by registered mail. The Claimant may review pertinent documents and may submit in writing additional comments and material.

          (d) The Company shall have the right to change the Claims Reviewer under the Plan. The Company shall also have the right to change the address and telephone number of the Claims Reviewer. The Company shall give the Participants written notice of any change of the Claims Reviewer, or any change in the address and telephone number of the Claims Reviewer.

          (e) A review decision shall be made by the Claims Reviewer within 60 days of receipt of the request for review, unless there are special circumstances (such as the need for a hearing) which require an extension of the time for processing. Such extension shall not exceed 60 days and notice thereof shall be given within the first 60-day period. The review decision shall be in writing and include specific references to the Plan provisions on which the decision is based.

Section 17. Limit on Discretionary Authority After Change of Control

     Notwithstanding any other provision of this plan, the authority granted pursuant to Sections 3, 14 and 16 above to the Administrator and to persons making determinations on claims for benefits and reviews of claims shall, when exercised (1) during the period of 24 months following a Change of Control or (2) with respect to any termination of employment that occurs during the period of 24 months following a Change of Control or that is carried out at the request of a person seeking to accomplish a Change in Control or otherwise in anticipation of a Change in Control, shall not be “discretionary,” but shall be subject to de novo review by a court of competent jurisdiction or an arbitrator, as applicable.

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     January 28, 1987

As amended:  March 25, 1987

59

Exhibit 10.20

THE McGRAW-HILL COMPANIES, INC.
EMPLOYEE RETIREMENT ACCOUNT PLAN SUPPLEMENT ¹

ARTICLE I

PURPOSE

          The principal purpose of The McGraw-Hill Companies, Inc. Employee Retirement Account Plan Supplement (the “Plan”) is to provide selected employees of The McGraw-Hill Companies, Inc. (the “Company”) and its subsidiaries (hereinafter referred to collectively as the “Employers”), with retirement benefits which would have been provided under the Employee Retirement Account Plan of The McGraw-Hill Companies, Inc. (“ERAP”) except for the limitations imposed by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), and which are payable in certain circumstances to Participants in certain of the severance plans of the Company.

ARTICLE II

DEFINITIONS

          The following words and phrases as used herein shall have the following meanings:

          (a) “Account” means the account established for each Participant under the Plan.

          (b) “Benefit” means the benefit payable to a Participant or his beneficiary under Article IV of the Plan.

          (c) “Change of Control” means any of the following:

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          (i) The acquisition (other than from the Company) by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

          (ii) Individuals who, as of the Effective Date, constitute the Board of Directors of the Company (as of the Effective Date the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or

          (iii) Approval by the shareholders of the Company of a reorganization, merger, or consolidation, in

61

each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

          (d) “Committee” means the Executive Committee of the Company.

          (e) “Earnings” means all compensation paid by the Employer to an employee for services rendered, including short-term incentive compensation. Earnings shall also include any reductions in compensation made pursuant to The McGraw-Hill Companies, Inc. Flexible Spending Account Plan and the Savings Incentive Plan of The McGraw-Hill Companies, Inc. and its Subsidiaries. For purposes of this Plan, “Earnings” excludes all other executive contingent compensation.

          (f) “Participant” means an employee of an Employer who has been selected to participate in the Plan and includes a Severance Plan Participant.

          (g) “Severance Plan” means the Company’s Management Severance Plan, Executive Severance Plan or Senior Executive Severance Plan.

          (h) “Severance Plan Earnings” means the total amount of salary continuation payments paid to a Severance Plan Participant

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under Section 5(a) of a Severance Plan (excluding any amount paid in a lump sum in lieu of salary continuation).

          (i) “Severance Plan Participant” means a former employee of an Employer who is entitled to remain an active participant in certain Company-sponsored plans and programs under Section 5(a) of a Severance Plan (and who is not paid a single lump sum payment in lieu thereof).

ARTICLE III

PARTICIPATION

           Section 3.01 . Eligibility to Participate . The Committee shall select those employees of the Employers who shall be eligible to participate in the Plan. Any employee who is so selected by the Committee shall become a Participant as of the first day of the month coinciding with or next following his selection.

ARTICLE IV

BENEFITS

           Section 4.01 . Credits to Account . (a) As of December 31 of the year beginning on or after the later of (i) January 1 of the year in which the Participant’s participation in the Plan commenced or (ii) January 1, 1992, there shall be credited to the Participant’s Account an amount equal to 5% of the sum of (A) the Participant’s Earnings for such year in excess of the maximum amount of compensation that may be taken into account under ERAP as a result of the limitations of Section 401(a)(17) of the Code for such year and (B) any short-term incentive compensation for such year deferred by the Participant under the Company’s Key Executive Short-Term Incentive Deferred Compensation Plan and (C) any salary earned for such year

63

which is deferred by the Participant under any plan or arrangement of the Employer. Any salary or short-term incentive compensation which is deferred by a Participant shall be excluded from earnings in the year paid to the Participant. No credit with respect to clause (A) of the preceding sentence shall be made to a Participant’s Account with respect to (i) the year in which the Participant ceases to be an employee of the Employers, unless the Participant is eligible for early or normal retirement under the Company’s Employee Retirement Plan, is terminated by an Employer through no fault of his own or has any salary continuation installment due the Participant under a Severance Plan, or (ii) the year after the year in which the Participant ceases to be an employee of the Employers for any reason or ceases to have any salary continuation installment due the Participant under a Severance Plan, if later. No credit with respect to clause (B) of the first sentence of this Section shall be made to a Participant’s Account with respect to any year after the year in which the Participant ceases to be an employee of the Employers for any reason or ceases to have any salary continuation installment due the Participant under a Severance Plan, if later.

          (b) Effective April 26, 2000, an amount shall be credited to a Severance Plan Participant’s Account equal to the amount that would have been credited to such Participant’s account under ERAP had the Participant been eligible to have an employer contribution be made to the Participant’s account under ERAP with respect to such Participant’s Severance Plan Earnings. This amount shall be credited to the Severance Plan Participant’s Account at such time as it would have been credited under ERAP.

           Section 4.02 . Additional Credits to Account . An additional amount shall be credited to the Participant’s Account as of

64

December 31 of each year, commencing with the year following the year in which the initial credit is made to the Account. Such additional amount shall be equal to the product of (i) the balance of the Account as of January l of such year and (ii) the annual rate of return of the SIP Stable Assets Funds for such year. No additional amount shall be credited to the Participant’s Account for any period after December 31 of the year in which the Participant ceases to be an employee of the Employers or ceases to have any salary continuation installment due the Participant under a Severance Plan, if later.

           Section 4.03 . Payment of Benefit . The Benefit provided under the Plan shall consist of the balance credited to the Participant’s Account on the date benefit payments under ERAP commence. Payment of the Benefit to a Participant shall be made in a lump sum, within 90 days following the December 31 on which the additional amount is credited to the Participant’s Account under Section 4.02 for the year in which the Participant ceases to be an employee of the Employers or ceases to have any salary continuation installment due the Participant under a Severance Plan, if later. The Benefit provided under this Article shall be paid in accordance with the preceding sentence to the Participant’s beneficiary in the event of the death of the Participant, whether prior to or after commencement of benefits under ERAP, if such beneficiary is entitled to benefits under the provisions of ERAP.

          Notwithstanding anything contained herein to the contrary, an employee who becomes a Participant on or after January 1, 1995 and does not have five years of Continuous Service under ERAP when he ceases to be an employee of the Employers or ceases to have any salary continuation installment due the Participant under a Severance Plan, if

65

later, shall forfeit the balance credited to his Account, unless his employment terminates after his 65th birthday or his death.

           Section 4.04 . Payment of Benefits in Event of Change of Control . In lieu of the Benefits payable under Section 4.03, in the event of a Change of Control, each Participant who has not received payment of the Participant’s Benefit shall receive a lump sum payment immediately upon such Change of Control equal to the Benefit to which that Participant is entitled under Section 4.03.

ARTICLE V

MISCELLANEOUS

           Section 5.01 . Source of Payment of Benefits . The Benefits provided under the Plan shall be paid by the Employers from their general assets at the time and in the manner provided herein. The Benefits shall not be subject to assignment, pledge, alienation or anticipation by a Participant or his beneficiary.

           Section 5.02 . Amendment and Termination . The Board of Directors of the Company or the Committee may cause the Plan to be amended at any time and from time to time, prospectively or retroactively, and the Board of Directors of the Company may terminate the Plan in its entirety at any time; provided, however, that no amendment to the Plan may be made by the Committee which materially increases benefits to Participants. Notwithstanding the foregoing provisions of this paragraph, no amendment or termination shall reduce the Benefit or rights of any Participant except with the written consent of the Participant or other person then receiving such Benefit.

           Section 5.03 . Administration . The Committee shall administer the Plan, resolve any ambiguities or inconsistencies, and decide all questions arising in its administration, interpretation or

66

application. Any decision of the Committee shall be conclusive and binding upon all Participants or other persons having or claiming an interest in the Plan.

           Section 5.04 . Claims Procedure . The Committee shall provide adequate written notice to any Participant whose claim for Benefits hereunder has been denied, setting forth specific reasons for such denial, written in a manner calculated to be understood by such Participant, and shall afford such Participant a full and fair review of the decision denying the claim, in accordance with the requirements of the Employee Retirement Income Security Act of 1974.

           Section 5.05 . Withholding . The Employer shall have the right to deduct from any payment of a Benefit any amount required to satisfy its obligation to withhold federal, state and local taxes.

           Section 5.06 . Conditions of Payment of Benefit . Notwithstanding any provision of the Plan to the contrary, the right of a Participant or his beneficiary to receive the Benefit otherwise payable hereunder shall cease upon the discharge of the Participant from employment with the Employer for acts which constitute fraud, embezzlement, or dishonesty.

           Section 5.07 . Effective Date . The Plan shall be effective as of December 1, 1989.

67

Exhibit 10.21

THE McGRAW-HILL COMPANIES, INC.
EMPLOYEE RETIREMENT PLAN SUPPLEMENT

(As Amended and Restated as of January 1, 2004)

68

The McGraw-Hill Companies, Inc.
Employee Retirement Plan Supplement

Table Of Contents

69

THE McGRAW-HILL COMPANIES, INC.
EMPLOYEE RETIREMENT PLAN SUPPLEMENT
(As Amended and Restated as of January 1, 2004)

ARTICLE I

PURPOSE

          The principal purpose of The McGraw-Hill Companies, Inc. Employee Retirement Plan Supplement (the “Plan”) is to provide selected employees of The McGraw-Hill Companies, Inc. (the “Company”) and its subsidiaries (hereinafter referred to collectively as the “Employers”), with retirement benefits which would have been provided under the Employee Retirement Plan of The McGraw-Hill Companies, Inc. (“ERP”) (a) were it not for the limitations imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) had the Participant’s Earnings on which Benefits are based included amounts deferred under deferred compensation plans of an Employer and amounts paid under certain severance plans of the Company.

          Effective January 1, 2004, the McGraw-Hill Broadcasting Company, Inc. Employee Retirement Income Plan Supplement (“Broadcasting ERIP Supplement”) was merged into this Plan and any benefits due to participants in the Broadcasting ERIP Supplement shall be paid from this Plan.

ARTICLE II

DEFINITIONS

          Except for the words defined in Article I or this Article II, capitalized words shall have the meanings ascribed thereto in the ERP. The following words and phrases as used herein shall have the following meanings:

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          (a) “Actuarial Equivalent” means a benefit of equivalent value when computed on the basis of 7% (5% when computing the equivalent value of a benefit accrued under the Broadcasting ERIP Supplement before 2004) interest compounded annually and the UP–1984 Mortality Table.

          (b) “Benefit” means the benefit payable to a Participant or his beneficiary under Article IV of this Plan.

          (c) “Change of Control” means any of the following:

          (i) The acquisition (other than from the Company) by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

          (ii) Individuals who, as of the Effective Date, constitute the Board of Directors of the Company (as of the Effective Date, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an

71

individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or

          (iii) Approval by the shareholders of the Company of a reorganization, merger, or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

          (d) “Committee” means the CEO Council of the Company.

          (e) “Earnings” means all compensation paid by the Employer to an employee for services rendered, including short-term incentive compensation. Earnings shall also include any reductions in compensation made pursuant to The McGraw-Hill Companies, Inc. Flexible Spending Account Plan, The Savings Incentive Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries and the Transportation Benefit Program. For purposes of this Plan, “Earnings” excludes all other executive contingent compensation.

          (f) “ERIP” means the Employee Retirement Income Plan of McGraw-Hill Broadcasting Company, Inc. and Its Subsidiaries as in effect on December 31, 2003.

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          (g) “Participant” means an employee of an Employer who has been selected to participate in the Plan and includes a Severance Plan Participant.

          (h) “Severance Plan” means the Company’s Management Severance Plan, Executive Severance Plan or Senior Executive Severance Plan.

          (i) “Severance Plan Earnings” means the total amount of salary continuation payments paid to a Severance Plan Participant under Section 5(a) of a Severance Plan (excluding any amount paid in a lump sum in lieu of salary continuation).

          (j) “Severance Plan Participant” means a former employee of an Employer who is entitled to remain an active participant in certain Company-sponsored plans and programs under Section 5(a) of a Severance Plan (and who is not paid a single lump sum payment in lieu thereof).

ARTICLE III

PARTICIPATION

           Section 3.01 . Eligibility to Participate . The Committee shall select those employees of the Employers who shall be eligible to participate in the Plan. Any employee who is so selected by the Committee shall become a Participant as of the first day of the month coinciding with or next following his selection.

ARTICLE IV

BENEFITS

           Section 4.01 . Basic Benefit . (a) Except as provided in Section 4.01(c), for each year that a Participant is employed by an Employer beginning on or after the later of (i) January 1 of the year in which the Participant’s participation in the Plan commenced or (ii) January 1, 1989, the Participant shall be entitled to receive a Benefit, expressed as a life

73

annuity, in an amount equal to the applicable percentage of the sum of (A) the Participant’s Earnings for such year in excess of the maximum amount of compensation that may be taken into account under the ERP as a result of the limitation of Section 401(a)(17) of the Code in effect for such year, (B) any short-term incentive compensation for such year deferred by the Participant under the Company’s Key Executive Short-Term Incentive Deferred Compensation Plan and (C) for each year after December 31, 1996, any salary earned for such year which is deferred by the Participant under any plan or arrangement of the Employer. Any salary or short-term incentive compensation which is deferred by a Participant shall be excluded from Earnings in the year paid to the Participant.

          (b) For purposes of clause (a) above, the applicable percentage is 1%, except that in the case of a Participant who was a participant in the ERP on June 30, 1986, and who had (A) as of that date attained age 45 and completed five (5) years of Continuous Service (as defined in ERP), and (B) whose attained age in whole years and whole months, plus years of Continuous Service, equals sixty (60) or more, the applicable percentage is 1.4%.

          (c) Effective January 1, 2004, each individual who had been a participant in the Broadcasting ERIP Supplement on December 31, 2003, shall become a Participant in the Plan. Such a Participant’s Benefit for years prior to 2004 shall be determined in accordance with the following:

          (i) For each year that such a Participant was employed by an employer under the Broadcasting ERIP Supplement beginning on or after the later of (A) January 1 of the year in which the Participant’s participation in the Broadcasting ERIP Supplement commenced or (B) January 1, 1990, the Participant shall be credited with (x) Dollar Income equal to one percent (1%) of the sum (1) of the Participant’s Earnings for such year in excess of the

74

maximum amount of compensation that may be taken into account under the ERIP as a result of the limitation of Section 401(a)(17) of the Code in effect for such year and (2) any short-term incentive compensation deferred by the Participant under the Key Executive Short-Term Incentive Deferred Compensation Plan of The McGraw-Hill Companies, Inc., and (y) Units of Variable Income equal to the result of dividing the amount in (x) by the dollar value of a Unit as of the Accounting Date for such year. The Participant’s Benefit, expressed as a life annuity, shall be equal to the sum of (1) his Dollar Income and (2) the result of multiplying the total of the Units of Variable Income credited to the Participant by the dollar value of a Unit as of the Accounting Date for the year preceding the commencement of payments under the Plan. Such a Participant’s Dollar Income and Units of Variable Income as of December 31, 2003 are set forth in Appendix A.

          (ii) For purposes of this Section 4.02(c), “Dollar Income,” “Earnings,” “Units of Variable Income,” “Unit” and “Accounting Date” shall have the same meanings as such terms had under the ERIP.

          (iii) Notwithstanding the foregoing, such a Participant shall only be entitled to earn benefits under the Plan with respect to years after 2003 if he is designated to receive future benefits by the Committee.

          (iv) In the event that a participant in the Broadcasting ERIP Supplement terminated employment with all employers under the Broadcasting ERIP Supplement prior to 2004 but is entitled to future or current benefits under the Broadcasting ERIP Supplement, such benefits shall be paid under the Plan in an amount determined under the Broadcasting ERIP Supplement and set forth in Appendix A.

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           Section 4.02 . Additional Benefits . In addition to the Benefit under Section 4.01, a Participant will be eligible to receive the following benefits:

          (a) In the event that any retirement benefit payable to a Participant under ERP is limited by Section 415 of the Code (or any successor provision thereto) or any provision of ERP implementing such limitation, the Participant shall be entitled to receive a Benefit in an amount equal to the difference, expressed as a life annuity, between (i) the benefit the Participant would have received under ERP if Section 415 of the Code or any such implementing retirement plan provision were disregarded, and (ii) the benefit which the Participant is entitled to receive under the provisions of ERP.

          (b) Effective April 26, 2000, a Severance Plan Participant shall be entitled to receive a Benefit in an amount equal to the difference, expressed as a life annuity, between (i) the benefit the Participant would have received under ERP had the Participant continued to earn credit under ERP for purposes of benefit accrual with respect to the Participant’s Severance Plan Earnings and (ii) the benefit which the Participant is entitled to receive under ERP.

           Section 4.03 . Payment of Benefits . Benefits provided by this Article IV shall be paid to a Participant commencing when benefits under ERP commence in the same form as, and subject to the same adjustments to, the Participant’s benefits under ERP. The Benefits provided under this Article shall be paid in accordance with the preceding sentence to the Participant’s beneficiary in the event of the death of the Participant, whether prior to or after the commencement of benefits under ERP, if such beneficiary is entitled to benefits under the provisions of ERP.

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           Section 4.04 . Payment of Benefits in Event of Change of Control . In lieu of the Benefits payable under Sections 4.01 through 4.03, in the event of a Change of Control, (i) each Participant or beneficiary who is then receiving Benefits shall be paid immediately upon such Change of Control a lump-sum payment equal to the Actuarial Equivalent of such Benefits measured as of the date of the Change of Control; (ii) each other Participant who is not a member of The McGraw-Hill Companies, Inc. Senior Executives Supplemental Death, Disability & Retirement Benefits Plan shall be paid immediately upon such Change of Control a lump-sum payment equal to the Actuarial Equivalent of the Benefits to which that Participant is entitled under Sections 4.01 and 4.02 as of the date of the Change of Control.

ARTICLE V

MISCELLANEOUS

           Section 5.01 . Source of Payment of Benefits . The Benefits provided under the Plan shall be paid by the Employers from their general assets at the time and in the manner provided herein. The Benefits shall not be subject to assignment, pledge, alienation or anticipation by a Participant or his beneficiary.

           Section 5.02 . Amendment and Termination . The Board of Directors of the Company or the Committee may cause the Plan to be amended at any time and from time to time, prospectively or retroactively, and the Board of Directors of the Company may terminate the Plan in its entirety at any time; provided, however, that no amendment to the Plan may be made by the Committee which materially increases benefits to Participants. Notwithstanding the foregoing provisions of this paragraph, no amendment or termination shall reduce the Benefit or rights of any Participant except with the written consent of the Participant or other person then

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receiving such Benefit. In addition, after a Change in Control, the definition of “Actuarial Equivalent” in Article II and the provisions of Section 4.04 may not be amended.

           Section 5.03 . Administration . The Committee shall administer the Plan and shall have discretionary authority to determine eligibility, to grant or deny benefits, including the right to make factual determinations in connection therewith, the exclusive right to construe and interpret the Plan and to decide any and all matters arising thereunder or in connection with the administration of the Plan. The decisions of the Committee will, to the extent permitted by law, be conclusive and binding upon all persons having or claiming to have any right or interest in or under the Plan. In addition, after a Change in Control, the definition of “Actuarial Equivalent” in Article II and the provisions of Section 4.04 may not be amended.

           Section 5.04 . Claims Procedure . The Committee or its delegate, shall provide adequate written notice to any Participant whose claim for Benefits hereunder has been denied, setting forth specific reasons for such denial, written in a manner calculated to be understood by such Participant, and shall afford such Participant a full and fair review of the decision denying the claim, in accordance with the requirements of the Employee Retirement Income Security Act of 1974.

           Section 5.05 . Withholding . The Employer shall have the right to deduct from any payment of a Benefit any amount required to satisfy its obligation to withhold federal, state and local taxes.

           Section 5.06 . Conditions of Payment of Benefit . Notwithstanding any provision of the Plan to the contrary, the right of a Participant or his beneficiary to receive the Benefit otherwise payable hereunder shall cease upon the discharge of the Participant from employment with the Employer for acts which constitute fraud, embezzlement, or dishonesty.

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           Section 5.07 . Effective Date . The Plan was effective as of December 1, 1989.

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Exhibit 10.22

THE McGRAW-HILL COMPANIES, INC.
SAVINGS INCENTIVE PLAN SUPPLEMENT

(As Amended and Restated as of January 1, 2004)

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The McGraw-Hill Companies, Inc.
Savings Incentive Plan Supplement

Table of Contents

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THE McGRAW-HILL COMPANIES, INC.
SAVINGS INCENTIVE PLAN SUPPLEMENT
(As Amended and Restated as of January 1, 2004)

ARTICLE I

PURPOSE

               The principal purpose of The McGraw-Hill Companies, Inc. Savings Incentive Plan Supplement (the “Plan”) is to provide selected employees of The McGraw-Hill Companies, Inc. (the “Company”) and its subsidiaries (hereinafter referred to collectively as the “Employers”), with retirement benefits which would have been provided under The Savings Incentive Plan of The McGraw-Hill Companies, Inc. (“SIP”) (a) were it not for the limitations imposed by Sections 401(a)(17), 401(k) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) if the Participant’s Earnings on which matching contributions are based had included amounts deferred under deferred compensation plans of an Employer and amounts paid under certain severance plans of the Company.

               Effective January 1, 2004, the McGraw-Hill Broadcasting Company, Inc. Employees’ Investment Plan Supplement (“Broadcasting EIP Supplement”) was merged into this Plan and any benefits due to participants in the Broadcasting EIP Supplement shall be paid from this Plan.

ARTICLE II

DEFINITIONS

               Except for the words defined in Article I or this Article II, capitalized words shall have the meanings ascribed thereto in the SIP. The following words and phrases as used herein shall have the following meanings:

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       (a) “Account” means the account established for each Participant under the Plan.

       (b) “Benefit” means the benefit payable to a Participant or his beneficiary under Article IV of this Plan.

       (c) “Change of Control” means any of the following:

               (i) The acquisition (other than from the Company) by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

               (ii) Individuals who, as of the Effective Date, constitute the Board of Directors of the Company (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the

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Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or

               (iii) Approval by the shareholders of the Company of a reorganization, merger, or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

       (d) “Committee” means the CEO Council of the Company.

       (e) “Earnings” means all compensation paid by the Employer to an employee for services rendered, including short-term incentive compensation. Earnings shall also include any reductions in compensation made pursuant to The McGraw-Hill Companies, Inc. Flexible Spending Account Plan, SIP, the Transportation Benefit Program and similar plans of the Company’s subsidiaries. For purposes of this Plan, “Earnings” excludes all other executive contingent compensation.

       (f) “Participant” means an employee of an Employer who has been selected to participate in the Plan and includes a Severance Plan Participant.

       (g) “Severance Plan” means the Company’s Management Severance Plan, Executive Severance Plan or Senior Executive Severance Plan.

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       (h) “Severance Plan Earnings” means the total amount of salary continuation payments paid to a Severance Plan Participant under Section 5(a) of a Severance Plan (excluding any amount paid in a lump sum in lieu of salary continuation).

       (i) “Severance Plan Participant” means a former employee of an Employer who is entitled to remain an active participant in certain Company-sponsored plans and programs under Section 5(a) of a Severance Plan (and who is not paid a single lump sum payment in lieu thereof).

ARTICLE III

PARTICIPATION

                Section 3.01 . Eligibility to Participate . The Committee shall select those employees of the Employers who shall be eligible to participate in the Plan. Any employee who is so selected by the Committee shall become a Participant as of the first day of the month coinciding with or next following his selection.

ARTICLE IV

BENEFITS

                Section 4.01 . Credits to Account . (a) As of December 31 of the year beginning on or after the later of (i) January 1 of the year in which the Participant’s participation in the Plan commenced or (ii) January 1, 2002, there shall be credited to the Participant’s Account an amount equal to 4 ¹ / 2 % of the Participant’s Earnings for such year in excess of the limitation on Earnings under Section 401(a)(17) of the Code (or any successor provision). Notwithstanding the foregoing, no credit shall be made to the Account of a Participant for any year with respect to whom Tax-Deferred Contributions (as defined in SIP) were not made in an amount equal to the

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limitation on elective deferrals for such year under Section 402(g)(1) of the Code, unless such amount of Tax-Deferred Contributions would have been made on the Participant’s behalf in the absence of the limitations of Section 415 of the Code (or any successor provision thereto) or any provision of SIP implementing such limitation. In addition, no credit shall be made to a Participant’s Account with respect to (i) the year in which the Participant ceases to be an employee of the Employers, unless the Participant is eligible for early or normal retirement under the Company’s Employee Retirement Plan, is terminated by an Employer through no fault of his own or has any salary continuation installment due the Participant under a Severance Plan or (ii) the year after the year in which the Participant ceases to be an employee of the Employers for any reason or ceases to have any salary continuation installment due the Participant under a Severance Plan, if later.

               (b) As of December 31 of the year beginning on or after the later of (i) January 1 of the year in which the Participant’s participation in the Plan commenced or (ii) January 1, 1992, there shall be credited to the Participant’s Account an amount equal to 4 ¹ / 2 % of (A) any short-term incentive compensation for such year deferred by the Participant under the Company’s Key Executive Short-Term Incentive Deferred Compensation Plan and (B) for each year after December 31, 1996, any salary earned for such year which is deferred by the Participant under any plan or arrangement of the Employer. Any salary or short-term incentive compensation which is deferred by a Participant shall be excluded from Earnings in the year paid to the Participant. No credit shall be made to a Participant’s Account with respect to any year after the year in which the Participant ceases to be an employee of the Employers or ceases to have any salary continuation installment due the Participant under a Severance Plan, if later.

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               (c) There shall also be credited to the Participant’s Account as of December 31 of each such year in which Tax-Deferred Contributions on behalf of the Participant are limited by Section 415 of the Code (or any successor provision thereto) or any provision of SIP implementing such limitation, an amount equal to the difference between (i) the sum of (A) 200% of the first 3% of the Tax-Deferred Contributions and (B) 150% of the second 3% of the Tax-Deferred Contributions which would have been made on behalf of the Participant to SIP for such year if Section 415 of the Code or any such implementing provision were disregarded, and (ii) the Tax-Deferred Contributions made on behalf of the Participant to SIP for such year. No credit shall be made to a Participant’s Account with respect to (i) the year in which the Participant ceases to be an employee of the Employers, unless the Participant is eligible for early or normal retirement under the Company’s Employee Retirement Plan, is terminated by an Employer through no fault of his own or has any salary continuation installment due the Participant under a Severance Plan or (ii) the year after the year in which the Participant ceases to be an employee of the Employers for any reason or ceases to have any salary continuation installment due the Participant under a Severance Plan, if later.

               (d) Effective April 26, 2000, an amount shall be credited to a Severance Plan Participant’s Account equal to the amount of Employer Matching Contributions that would have been credited to such Participant’s Employer Contribution Account under SIP had the Participant made Tax-Deferred Contributions under SIP with respect to the Participant’s Severance Plan Earnings at the rate in effect for the period immediately prior to the Participant’s ceasing to be an employee of the Employers. This amount shall be credited to the Severance Plan Participant’s Account at such time as it would have been credited under SIP.

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               (e) Effective January 1, 2004, each employee of an Employer who had been a participant in the Broadcasting EIP Supplement on December 31, 2003, shall become a Participant in this Plan and an amount shall be credited to the Account of such a Participant equal to the amount earned under the Broadcasting EIP Supplement as of December 31, 2003 as set forth in Appendix A. Notwithstanding the foregoing, such a Participant shall only be entitled to future credits under this Plan if the Participant is designated to receive future credits by the Committee.

                Section 4.02 . Additional Credits to Account . An additional amount shall be credited to the Participant’s Account as of December 31 of each year commencing with the year following the year in which the initial credit is made to the Account. The additional credit shall equal the sum of (i) and (ii), where (i) is the product of (A) the balance of the Account as of January l of such year, and (B) the annual rate of return of the SIP Stable Assets Fund for the year; and (ii) is the amount of interest that would have been credited if 1/12 of the annual credit for the year under Section 4.01 had instead been credited at the end of each calendar month in the year and each monthly credit earned interest for the remainder of the year at an annual effective rate of return equal to the SIP Stable Assets Fund rate for the year.

                Section 4.03 . Payment of Benefit . The Benefit provided under the Plan shall consist of the balance of the Participant’s Account on the date benefit payments under SIP are paid or commence. Payment of the Benefit to a Participant shall be made in a lump sum, within 90 days following the December 31 on which the additional amount is credited to the Participant’s Account under Section 4.02 for the year in which the Participant ceases to be an employee of the Employers or ceases to have any salary continuation installment due the Participant under a Severance Plan, if later. The Benefit provided under this Article shall be paid

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in accordance with the preceding sentence to the Participant’s beneficiary in the event of the death of the Participant, whether prior to or after commencement of benefits under SIP, if such beneficiary is entitled to benefits under the provisions of SIP.

               Notwithstanding anything contained herein to the contrary, an employee who becomes a Participant on or after January 1, 1995 and does not have four years of Continuous Service under SIP when he ceases to be an employee of the Employers or ceases to have any salary continuation installment due the Participant under a Severance Plan, if later, shall be entitled only to the vested percentage of his Account attributable to credits credited to his Account prior to 2001, unless his employment terminates after his 65th birthday or his death. A Participant’s vested percentage shall be determined as follows:

               A Participant will always be fully vested in the portion of his Account attributable to credits credited to his Account after 2000.

                Section 4.04 . Payment of Benefits in Event of Change of Control . In lieu of the Benefits payable under Section 4.03, in the event of a Change of Control, each Participant who has not received payment of the Participant’s Benefit shall receive a lump sum payment immediately upon such Change of Control equal to the Benefit to which that Participant is entitled under Section 4.03.

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ARTICLE V

MISCELLANEOUS

                Section 5.01 . Source of Payment of Benefits . The Benefits provided under the Plan shall be paid by the Employers from their general assets at the time and in the manner provided herein. The Benefits shall not be subject to assignment, pledge, alienation or anticipation by a Participant or his beneficiary.

                Section 5.02 . Amendment and Termination . The Board of Directors of the Company or the Committee may cause the Plan to be amended at any time and from time to time, prospectively or retroactively, and the Board of Directors of the Company may terminate the Plan in its entirety at any time; provided, however, that no amendment to the Plan may be made by the Committee which materially increases benefits to Participants. Notwithstanding the foregoing provisions of this paragraph, no amendment or termination shall reduce the Benefit or rights of any Participant except with the written consent of the Participant or other person then receiving such Benefit.

                Section 5.03 . Administration . The Committee shall administer the Plan and shall have discretionary authority to determine eligibility, to grant or deny benefits, including the right to make factual determinations in connection therewith, the exclusive right to construe and interpret the Plan and to decide any and all matters arising thereunder or in connection with the administration of the Plan. The decisions of the Committee will, to the extent permitted by law, be conclusive and binding upon all persons having or claiming to have any right or interest in or under the Plan.

                Section 5.04 . Claims Procedure . The Committee, or its delegate, shall provide adequate written notice to any Employee whose claim for benefits hereunder has been denied,

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setting forth specific reasons for such denial, written in a manner calculated to be understood by such Employee, and shall afford such Employee a full and fair review of the decision denying the claim, in accordance with the requirements of the Employee Retirement Income Security Act of 1974.

                Section 5.05 . Withholding . The Employer shall have the right to deduct from any payment of a Benefit any amount required to satisfy its obligation to withhold federal, state and local taxes.

                Section 5.06 . Conditions of Payment of Benefit . Notwithstanding any provision of the Plan to the contrary, the right of a Participant or his beneficiary to receive the Benefit otherwise payable hereunder shall cease upon the discharge of the Participant from employment with the Employer for acts which constitute fraud, embezzlement, or dishonesty.

                Section 5.07 . Effective Date . The Plan was effective as of December 1, 1989.

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Exhibit 10.23

THE McGRAW-HILL COMPANIES, INC.

MANAGEMENT SUPPLEMENTAL DEATH AND

DISABILITY BENEFITS PLAN

(As amended and restated effective February 23, 2000)

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THE McGRAW-HILL COMPANIES, INC.

MANAGEMENT SUPPLEMENTAL DEATH & DISABILITY BENEFITS PLAN

               The Company desires to retain the services and provide rewards and incentives to members of a select group of management employees who contribute to the success of the Company. In order to achieve this objective, the Company has adopted the following Plan to provide benefits for certain management employees who become Members of the Plan and their Beneficiaries.

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ARTICLE I

TITLE AND EFFECTIVE DATE

               SECTION 1.01. This Plan shall be known as The McGraw-Hill Companies, Inc. Management Supplemental Death and Disability Benefits Plan (hereinafter referred to as the “ Plan ”).

               SECTION 1.02. This amendment and restatement of the Plan shall be effective as of the Effective Date. Members and their Beneficiaries who receive benefits (or who become entitled to receive benefits) prior to the Effective Date shall be governed by the terms and conditions of the Prior Plan.

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ARTICLE II

DEFINITIONS AND RULES OF CONSTRUCTION

               SECTION 2.01. As used herein, the following words and phrases shall have the meanings specified below unless a different meaning is clearly required by the context:

         “ Actuarially Determined ” shall mean a benefit of equivalent value when computed on the basis of 7% interest compounded annually and the 1971 group mortality tables (determined separately by sex). In the event of a Change of Control, this definition shall not be changed.

         “ Beneficiary ” shall mean the person or persons designated in writing by the Member to receive any benefits under this Plan. Any Beneficiary designation shall be made in a written instrument filed with the Company and shall become effective only when accepted and acknowledged in writing by the Company. No Beneficiary designation shall be accepted by the Company if it is received after the date of death of the Member. If no Beneficiary has been designated or survives a Member, any amounts to be paid to the Member’s Beneficiary shall be paid to the Member’s estate.

         “ Board of Directors ” shall mean the Board of Directors of the Company.

         “ CEO ” shall mean the individual serving as the Chief Executive Officer of the Company.

         “ Change of Control ” shall mean any of the following:

                    (i) An acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation; (2) any acquisition by the Corporation; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation; or (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or

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                    (ii) A change in the composition of the Board of Directors such that the individuals who, as of the effective date of the Plan, constitute the Board of Directors (such Board of Directors shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided , however , for purposes of this definition, that any individual who becomes a member of the Board of Directors subsequent to the effective date of the Plan, whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board of Directors and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further , that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors shall not be so considered as a member of the Incumbent Board; or

                    (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (other than the Corporation, any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

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                    (iv) The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.”

         “ Committee ” shall mean the Compensation Committee of the Board of Directors, as the same may be constituted from time to time, and any successor to the Compensation Committee designated by the Board of Directors.

         “ Company ” shall mean The McGraw-Hill Companies, Inc., a New York corporation, and any successor thereto.

         “ Death Benefit ” shall mean any benefit paid to a Beneficiary upon the death of a Member as provided under Article IV of the Plan.

         “ Disability ” or “ Disabled ” shall mean eligibility for disability benefits under the terms of the Employer’s Long Term Disability Plan in effect at the time the Member becomes disabled.

         “ Disabled Member ” means an individual whose employment with an Employer has terminated due to a Disability. An individual’s status as a Disabled Member will terminate upon the earlier to occur of (i) the individual’s death, (ii) the date on which the individual ceases to be Disabled and (iii) the individual’s Normal Retirement Date.

         “ Effective Date ” shall mean January 1, 1999.

         “ Employer ” shall mean the Company and each direct or indirect wholly-owned subsidiary of the Company.

         “ Final Monthly Earnings ” shall mean (i) the sum of a Member’s highest rate of annual base salary in effect during the thirty-six month period immediately preceding the date of a termination of employment due to Disability plus his highest 100% target annual short-term incentive opportunity during that same thirty-six month period (ii) divided by twelve.

         “ Member ” shall mean an employee of an Employer who is part of a select group of management and who has become, and continues to be, a Member as provided in Article III hereof.

         “ Monthly Disability Income ” shall mean the monthly income due a Disabled Member as provided in Article V of the Plan.

         “ Normal Retirement Date ” shall mean the first day of the month coincident with or immediately following the Member’s sixty-fifth birthday.

         “ Plan ” shall mean The McGraw-Hill Companies, Inc. Management Supplemental Death and Disability Benefits Plan.

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         “ Plan Administrator ” shall have the meaning assigned to such term in Section 6.01.

         “ Prior Plan ” shall mean the terms of the Plan as in effect prior to the Effective Date.

         “ Qualified Plan ” shall mean each of the following retirement plans: the Employee Retirement Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries; the Standard & Poor’s Employee Retirement Plan for Represented Employees; the Employee Retirement Income Plan of McGraw-Hill Broadcasting Company, Inc. and its Subsidiaries; and any successor plans thereto.

         “ Retirement ” shall mean a termination of a Member’s employment other than by reason of death or Disability on or after the Member’s Normal Retirement Date.

               SECTION 2.02. In construing the Plan, unless the context requires otherwise, the masculine form of a word shall be deemed to include the feminine form and the singular form of a word shall be construed to include the plural form thereof.

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ARTICLE III

MEMBERSHIP IN THE PLAN

               SECTION 3.01. Individuals who were members of the Prior Plan immediately prior to the Effective Date shall, subject to the further provisions of this Section 3.01 and Section 3.04, continue to be eligible to participate in the Plan on and after the Effective Date. On and after the Effective Date, the CEO and each other employee of an Employer eligible under Section 3.04 who is designated in writing by the CEO on an individual basis shall be Members of the Plan. The CEO shall have the right to remove any Member from the Plan at any time if the Member is no longer eligible for selection as a Member in accordance with Section 3.04; provided , however , that a Member whose benefits under the Plan have commenced to be paid shall not be removed from membership in the Plan and such benefits shall not be terminated thereafter for any reason, except in the manner contemplated by Section 4.01. Removal of a Member under this Section 3.01 shall be effective as of the date of the written notice from the Company to the Member informing the Member of such removal.

               SECTION 3.02. If a Member whose benefits under the Plan have not commenced to be paid is removed from the Plan under Section 3.01, all rights of such removed Member and such Member’s Beneficiary to future payments or benefits under the Plan shall terminate as of the date of such removal without further action or notice by any person.

               SECTION 3.03. The payment of benefits to the Member or his Beneficiary under this Plan is conditioned upon the continuous employment of the Member by the Employer (including periods of authorized leaves of absence) from the date of the Member’s initial participation in the Plan until the Member’s Retirement, Disability or death, whichever first occurs. In the event that a Member’s employment with an Employer terminates for any reason other than Retirement, Disability or death, all rights of such Member and such Member’s Beneficiary to future payments or benefits under the Plan shall terminate as of the date of such termination of employment without further action or notice by any person.

               SECTION 3.04. Only individuals who are employees of an Employer and who are above salary grade 24 shall be eligible to be selected as Members of the Plan.

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ARTICLE IV

DEATH BENEFITS

               SECTION 4.01. In the event of the death of a Member or a Disabled Member prior to his Normal Retirement Date, the Member’s Beneficiary shall be entitled to receive a lump sum Death Benefit within sixty days following the Member’ date of death. The amount of such benefit shall be equal to 200% of the Member’s annual rate of base salary at the annual rate in effect at the time of his death or, in the case of a Disabled Member, at the time of such Disabled Member’s termination of employment due to Disability. Notwithstanding the previous sentence, if a Member ceases to be Disabled prior to his Normal Retirement Date or the date of his death and the Member does not return to active employment with an Employer following the cessation of such Member’s Disability, then no Death Benefit shall be payable under this Article IV upon the subsequent death of the Member.

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ARTICLE V

DISABILITY BENEFITS

               SECTION 5.01. If a Member is determined by the Plan Administrator to be Disabled prior to his Normal Retirement Date, the Disabled Member shall be entitled to receive Monthly Disability Income equal to an amount, if any, (not less than zero) determined in accordance with the formula [X — A - B — C], where

	“ X ”	equals fifty percent of the Member’s Final Monthly Earnings.
	“ A ”	equals one hundred percent of the sum of the Member’s monthly amounts paid (i) under the Employer’s basic long-term disability plan, (ii) from Social Security, (iii) from Workers’ Compensation and (iv) any other federal, state, local, foreign or employer group insurance plans.
	“ B ”	equals one hundred percent of his monthly income determined by the Plan Administrator to be payable from the Qualified Plans.
	“ C ”	equals one hundred percent of the benefits determined by the Plan Administrator to be payable to the Member from the tax-qualified pension plans of any previous employers.

               SECTION 5.02. The amounts specified under Items B and C of Section 5.01 shall be Actuarially Determined by the Plan Administrator as a straight-life annuity payable in equal monthly installments, regardless of the actual form or timing of payment, commencing with the month that the Monthly Disability Income under Section 5.01 is scheduled to commence. Each Member shall provide the Plan Administrator with the information necessary to calculate the Monthly Disability Income under Section 5.01 and, in the event that the information necessary to calculate the Monthly Disability Income of a Member is not provided to the Plan Administrator, the Plan Administrator may make reasonable estimates of such amounts and conclusively rely on such estimates in calculating the amount of the Monthly Disability Income.

               SECTION 5.03. The Monthly Disability Income contemplated by this Article V shall be payable to the Member until the end of the month in which occurs the earliest of (i) the Member’s sixty-fifth birthday, (ii) the date of the Member’s death and (iii) the end of the Member’s Disability.

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ARTICLE VI

PLAN ADMINISTRATION

               SECTION 6.01. The CEO shall have the authority to select and remove Members of the Plan in accordance with the provisions of Article III. Except as provided in the previous sentence, the Plan shall be administered by the Committee. The Committee may delegate some or all of its responsibilities under the Plan (other than its responsibilities under Section 7.02 and Section 8.05) to the Executive Vice President, Organizational Effectiveness or other appropriate officer or employee of the Company designated by the Committee. For purposes of the Plan, “ Plan Administrator ” shall mean the Committee or any individual to whom the Committee has delegated administrative responsibility under this Section 6.01.

               SECTION 6.02. The Plan Administrator may from time to time establish rules and procedures for the administration of the Plan. The Plan Administrator will have the right to construe and interpret the Plan and to decide any and all matters arising thereunder or in connection with the administration of the Plan, including, without limitation, the right (i) to determine the eligibility for, and the form, amount and method of payment of any benefit payments under the Plan, (ii) to establish the timing of benefit distributions, (iii) to settle claims according to the provisions in Article VII and (iv) to make any factual determinations related to the amount of or eligibility for benefits. The decisions of the Plan Administrator will, to the extent permitted by law, be conclusive and binding upon all persons having or claiming to have any right or interest in or under the Plan. The Plan Administrator may delegate any of its duties and responsibilities hereunder to one or more officers or employees of the Company or to any third party if the Plan Administrator finds that such delegation would facilitate the administration of the Plan. The Plan Administrator may reasonably rely on the advice of attorneys, actuaries, accountants and other experts in exercising its duties and responsibilities under the Plan.

               SECTION 6.03. The Plan Administrator shall not make any determination with respect to any benefits or other amounts payable to the Plan Administrator in its capacity as a Member. In the event the previous sentence applies, the applicable duties and responsibilities of the Plan Administrator under the Plan shall be performed exclusively by the Committee.

               SECTION 6.04. The Company shall, to the fullest extent permitted by law, indemnify and hold harmless the CEO, the Committee, any individual acting as Plan Administrator and any officer or employee of an Employer who is delegated responsibility under the Plan from any liability or expense incurred by such person in connection with the performance of his duties under the Plan or as a result of any facts and circumstances related to the operation or administration of the Plan.

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ARTICLE VII

CLAIMS PROCEDURE

               SECTION 7.01. A claim for benefits under the Plan must be promptly filed in writing by the Member, Beneficiary, or such person’s authorized representative (the “ Claimant ”) with the Executive Vice President, Organizational Effectiveness or other appropriate officer of the Company designated by the Committee for this purpose (the “ Initial Reviewer ”). If a claim is denied in whole or in part, the Claimant will be sent a written notice of denial from the Initial Reviewer within ninety days of receipt of the claim, unless special circumstances require an extension of time for processing the claim. Such extension will not exceed ninety days and notice thereof will be given within the first ninety-day period. The notice of denial of a claim will indicate the reasons for the denial (including reference to the Plan provisions on which the denial is based), will describe any additional information or material needed and the reasons why such additional information or material is necessary, and will explain the claim review procedure.

               SECTION 7.02. If a claim is denied in whole or in part (or if no decision on a claim is rendered within the limitations of time described in Section 7.01), the Claimant may request a review by the Committee of the decision of the Initial Reviewer (or of the claim, if no timely decision has been rendered by the Initial Reviewer). This request must be submitted in writing to the Committee within sixty days of receipt of the notice of denial from the Initial Reviewer (or within sixty days following the expiration of the initial review period where no decision notice is given to the Claimant by the Initial Reviewer). The Claimant may review pertinent documents and may submit in writing additional comments and material. A review decision will be made by the Committee within sixty days of receipt of the request for review, unless there are special circumstances which require an extension of the time for processing. Such extension will not exceed sixty days and notice thereof must be given within the first sixty-day period. The review decision of the Committee will be in writing and will include specific references to the Plan provisions on which the decision is based. The decision of the Committee on review shall be final and binding on all interested persons.

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ARTICLE VIII

MISCELLANEOUS

               SECTION 8.01. Nothing contained in this Plan shall be deemed to give any Member or employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Member or employee at any time regardless of the effect which such discharge shall have upon him as a Member of the Plan.

               SECTION 8.02. The rights of the Member, the Beneficiary of the Member, or any other person claiming through the Member under this Plan, shall be solely those of an unsecured general creditor of the Company.

               SECTION 8.03. The Plan does not involve a reduction in salary for the Member or the foregoing of an increase in future salary by the Member.

               SECTION 8.04. Except insofar as this provision may be contrary to applicable law, no sale, transfer, alienation, assignment, pledge, collateralization, or attachment of any benefits under this Plan shall be valid or recognized by the Company.

               SECTION 8.05. Subject to Article IX hereof, the Company reserves the right at any time and from time to time, by action of the Committee or its Board of Directors, to terminate, modify or amend, in whole or in part, any or all of the provisions of the Plan, including specifically the right to make any such amendments effective retroactively; provided that such action shall not reduce the benefits or rights of any Disabled Member or the Beneficiary of a deceased Member. In addition, the Company may amend or modify any provision of this Plan as to any particular Member by agreement with such Member, provided that such agreement is in writing, is executed by both the Company and the Member, and is filed with the Plan records. The provisions of any amendment or modification made by agreement between a Member and the Company shall apply only to the Member so agreeing and no other.

               SECTION 8.06. A Member shall have the right to change his designated Beneficiary by notifying the Company of such in writing. Such change shall become effective upon written acknowledgment of same by the Company. Any payments made by the Company to a Beneficiary in good faith and under the terms of the Plan shall fully discharge the Company from all further obligations with respect to such payments.

               SECTION 8.07. This Plan shall be binding upon and inure to the benefit of the Company, its successors and each Member and his heirs, executors, administrators and legal representatives.

               SECTION 8.08. The Plan shall be governed by the laws of the State of New York, applicable to contracts to be performed entirely in such State and without regard to the choice of law provisions thereof, but only to the extent such laws are not

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preempted by the Employee Retirement Income Security Act of 1974, as amended. This Plan is solely between the Company and each individual Member. The Member, his Beneficiary or other persons claiming through the Member shall only have recourse against the Company for enforcement of the Plan.

               SECTION 8.09. The obligations of the Company under this Plan shall be subject to all applicable laws, rules and regulations, and such approvals, by governmental agencies as may be required or as the Company deems advisable.

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ARTICLE IX

SPECIAL RULES IN THE EVENT OF A CHANGE OF CONTROL

               SECTION 9.01. Notwithstanding anything to the contrary in any other section of this Plan, in the event a Change of Control shall occur, neither the Company nor its Board of Directors or the Committee shall thereafter terminate, modify or amend, in whole or in part, any or all of the provisions of this Plan. In no event shall such action reduce the benefits of any Disabled Member or the Beneficiary of a deceased Member.

               SECTION 9.02. The reasonable legal fees incurred by any Member (or former Member who was a Member when the Change of Control occurred) to enforce his valid rights under this Article IX shall be paid by the Company to the Member in addition to sums otherwise due under this Plan, whether or not the Member is successful in enforcing his rights or whether or not the matter is settled.

               SECTION 9.03. The terms of this Article IX shall supersede and take precedence over the terms of any of the other Sections of this Plan.

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THE MCGRAW-HILL COMPANIES, INC.

SENIOR EXECUTIVE SUPPLEMENTAL

DEATH, DISABILITY & RETIREMENT BENEFITS PLAN

The McGraw-Hill Companies, Inc. desires to retain the services of and provide rewards and incentives to members of a select group of management employees who contribute to the success of the Company.

In order to achieve this objective, the Company has adopted the following Senior Executive Supplemental Death, Disability & Retirement Benefits Plan to provide disability or supplemental retirement benefits for certain management employees who become Members of the Plan and supplemental death benefits for the Beneficiaries of deceased Members.

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ARTICLE I

TITLE AND EFFECTIVE DATE

      Section 1.01 This Plan shall be known as the McGraw- Hill Companies, Inc. Senior Executive Supplemental Death, Disability & Retirement Benefits Plan (hereinafter referred to as the “Plan”).

      Section 1.02 The Effective Date of this Plan shall be the date the Plan becomes effective upon approval by the Board of Directors.

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ARTICLE II

DEFINITIONS

     As used herein, the following words and phrases shall have the meanings specified below unless a different meaning is clearly required by the context:

      Section 2.01 The terms “Actuarial Equivalent” or “Actuarially Determined” shall mean a benefit of equivalent value when computed on the basis of 7% interest compounded annually and the 1971 group mortality tables (determined separately by sex). In the event of a Change of Control, the definitions in this Section 2.01 cannot be changed.

      Section 2.02 The term “Attained Age” shall mean the age of a Member as of his or her last birthday.

      Section 2.03 The term “Beneficiary” shall mean the person, persons, or entity designated by the Member to receive any benefits under this Plan. Any Beneficiary Designation shall be made in a written instrument filed with the Company and shall become effective only when accepted and acknowledged in writing by the Company.

      Section 2.04 The term “Board of Directors” shall mean the Board of Directors of the Employer.

      Section 2.05 The term “Cause” shall mean the employee’s misconduct in respect of the employee’s obligations to the Company or other acts of misconduct by the employee occurring during the course of the employee’s employment, which in either case results in or could reasonably be expected to result in material damage to the property, business or reputation of the Company; provided , that in no event shall unsatisfactory job performance alone be deemed to be “Cause”; and provided, further , that no termination of employment that is carried out at the request of a person seeking to accomplish a Change in Control or otherwise in anticipation of a Change in Control shall be deemed to be for “Cause”.

      Section 2.06 The term “Change of Control” shall mean: (i) An acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); excluding, however, the following:

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     (1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation; (2) any acquisition by the Corporation; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation; or (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or

     (ii) A change in the composition of the Board of Directors such that the individuals who, as of the effective date of the Plan, constitute the Board of Directors (such Board of Directors shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided , however , for purposes of this definition, that any individual who becomes a member of the Board of Directors subsequent to the effective date of the Plan, whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board of Directors and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further , that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors shall not be so considered as a member of the Incumbent Board; or

     (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be,

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     (2) no Person (other than the Corporation, any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

     (iv) The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.”

      Section 2.07 The term “Committee” shall mean the Compensation Committee of the Board of Directors.

      Section 2.08 The term “Death Benefit” shall mean any benefit paid to a Beneficiary upon the death of a Member as provided under the terms of this Plan.

      Section 2.09 The term “Disability” or “Disabled” shall mean eligibility for disability benefits under the terms of the Employer’s Long-Term Disability Plan in effect at the time the Member becomes disabled.

      Section 2.10 The term “Early Retirement” shall mean the date of a Member’s retirement during the period commencing on the first day of the month coincident with or immediately following the Member’s fiftieth (50th) birthday and ending on the Member’s Normal Retirement Date.

      Section 2.11 The term “Effective Date” shall mean the date the Plan becomes effective upon approval by the Board of Directors.

      Section 2.12 The term “Employer” shall mean The McGraw-Hill Companies, Inc., its successors, any subsidiary or affiliated organizations authorized by the Board of Directors of The McGraw-Hill Companies, Inc. or the Committee to participate in this Plan with respect to their Members, and subject to the provisions of Article X, any organization into which or with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred.

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      Section 2.13 The term “Final Monthly Earnings” shall mean (1) the sum of a Member’s highest rate of annual base salary in effect during the 36-month period immediately preceding disability, retirement other than pursuant to Section 4.02, termination without Cause pursuant to Section 4.03, or termination following Change of Control as provided in Article X plus the Member’s highest 100% target annual short-term incentive opportunity during that same 36 month period (2) divided by 12.

      Section 2.14 The term “Good Reason” shall mean voluntary termination based on any of the following: (1) reduction in the employee’s base salary, (2) reduction of the employee’s incentive compensation award opportunities, (3) transfer of the employee to a principal business location so as to increase the distance between the principal business location and such employee’s place of residence at the time of the Change of Control by more than thirty-five miles, (4) significant reduction in the employee’s responsibilities and status within the Company or a change in the employee’s title or office without prior written consent, (5) involuntary discontinuation of the employee’s participation in any life insurance, health and accident or disability plan maintained by the Company, (6) involuntary elimination of the employee’s paid vacation or (7) for any reason during the 30-day period following the first anniversary of a Change of Control.

      Section 2.15 The term “Member” shall mean an employee who is part of a select group of management and has become a Member as provided in Article III hereof.

      Section 2.16 The term “Monthly Disability Income” shall mean a monthly income due a Disabled Member as provided in Article VI hereof.

      Section 2.17 The term “Monthly Retirement Income” shall mean a monthly income due a Retired Member which shall commence as of his Retirement Date and continue for the period provided herein.

      Section 2.18 The term “Normal Retirement Date” shall mean the first day of the month coincident with or immediately following the Member’s sixty-fifth (65th) birthday.

      Section 2.19 The term “Plan” shall mean the The McGraw-Hill Companies, Inc. Senior Executive Supplemental Death, Disability & Retirement Benefits Plan.

      Section 2.20 The term “Primary Social Security” shall mean the estimated Primary Insurance Amount (payable monthly) available to a Member at age sixty-two (62), or his Retirement Date, whichever is later, under the Social Security Act in effect at the Member’s Retirement Date.

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      Section 2.21 The term “Qualified Plan” shall mean the Employee Retirement Plan of The McGraw-Hill Companies, Inc. and its subsidiaries; the Retirement Plan for Employees of Standard & Poor’s Corporation and Participating subsidiaries; the Employee Retirement Income Plan of The McGraw-Hill Companies Broadcasting Company, Inc. and its subsidiaries, and any amendments or successor plans thereto.

      Section 2.22 The term “Retired Member” shall mean any Member of the Plan who has qualified for retirement and has retired, and who is eligible to receive a Monthly Retire- ment Income by direction of the Committee. The term “Retired Member” shall also include any Member terminated without Cause and who is eligible to receive a Monthly Retirement Income pursuant to Section 4.03, and any Member for whom the Committee has approved a Monthly Retirement Income under Section 4.02.

      Section 2.23 The term “Retirement Date” shall mean the first day of the month coinciding with or immediately following the month the Member terminates employment due to any of the following: (1) retirement pursuant to Sections 4.01 or 4.03, (2) termination without Cause pursuant to Section 4.03, or (3) termination without Cause or retirement if so approved by the Committee pursuant to Section 4.02.

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ARTICLE III

MEMBERSHIP IN THE PLAN

      Section 3.01 Eligibility for membership in this Plan shall be determined by the Committee in its sole discretion, on an individual basis. The Committee shall also have the right to remove a Member from the Plan at any time in its sole discretion if the Member is no longer eligible to participate in the Plan under the terms of Section 3.04. However, a Member whose benefits under the Plan have commenced to be paid shall not be removed from membership in the Plan and such benefits shall not be terminated thereafter for any reason. Notwithstanding anything contained herein to the contrary, after a Change of Control has occurred, Article X shall be applicable to a Member who is removed from the Plan.

      Section 3.02 If a Member whose benefits under the Plan have not commenced to be paid is removed from the Plan under Section 3.01, all future benefits payable under this Plan to the Member or his beneficiary shall cease.

      Section 3.03 Subject to Section 10.02 hereof, the payment of benefits to the Member or his Beneficiary under this Plan is conditioned upon the continuous employment of the Member by the Employer (including periods of disability and authorized leaves of absence) from the date of the Member’s participation in the Plan until the Member’s Retirement Date, Disability or Death, whichever first occurs.

      Section 3.04 Employees who are selected to participate in the Plan shall be chosen from those top management employees whose compensation is determined by Hay Points without regard to salary grades.

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ARTICLE IV

MONTHLY RETIREMENT INCOME

      Section 4.01 A Member who retires on his Normal Retirement Date shall be entitled to receive a Monthly Retirement Income under this Plan as calculated by the Committee. The amount of a Member’s Monthly Retirement Income shall be 55% of Final Monthly Earnings reduced by the amounts set forth in Sections 4.01(a), 4.01(b), 4.01(c) and 4.01(d).

      Section 4.01(a) One hundred percent (100%) of his monthly Primary Social Security benefit payable at his Retirement Date under the Social Security law in effect at that time.

      Section 4.01(b) One hundred percent (100%) of the monthly income, calculated in the form of a straight life annuity, that he is entitled to receive from the Qualified Plan and the Excess Benefit Plan as of his Retirement Date.

      Section 4.01(c) One hundred percent (100%) of benefits received from the qualified pension plans of any previous employers. Such amounts shall be actuarially determined as a life annuity payable in equal monthly installments, regardless of the actual form of payment.

      Section 4.01(d) The annuity value of the hypothetical account balance maintained in accordance with the Qualified Plan as of his Retirement Date. This amount shall be determined, in accordance with the rules of the Qualified Plan for this determination, as a life annuity payable in equal monthly installments. This value will be determined so as to reflect the same reduction for early commencement as the Qualified Plan benefit in Section 4.01(b).

      Section 4.02 A Member (A) between the ages of 50-54 who elects Early Retirement or whose employment is terminated by the Employer other than for Cause and who has ten years or more of continuous service with the Employer, or (B) who elects Early Retirement or whose employment is terminated by the Employer other than for Cause subsequent to attaining age 55 and less than ten years of continuous service with the Employer, may, with the written approval of the Committee, receive a Monthly Retirement Income, if any, in such amount and containing such terms and conditions as may be determined by the Committee. Further, a Member for whom the Committee has approved a Monthly Retirement Income under this Section and who is between the ages of 50-54, shall begin to receive upon attaining age 55 such Monthly Retirement Income as described in this Section 4.02.

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     If such Member dies, however, before attaining age 55 and the Member had elected a joint and survivor annuity option at the time of such Member’s retirement or termination of employment, then the deceased Member’s spouse, if such spouse is still surviving, shall receive reduced Monthly Retirement Income payments hereunder at the time when the deceased Member would have attained age 55.

If a Member is approved for a Monthly Retirement Income payment under this Section 4.02, the Member also may be entitled to receive a post-retirement Death Benefit in accordance with the provisions of Section 5.03, provided at the time the Monthly Retirement Income payment is approved hereunder for the Member the Committee also approves the payment of the post-retirement Death Benefit for the Member.

      Section 4.03 A Member who has attained age 55, has ten years or more of continuous service with the Employer and either elects Early Retirement or is terminated by the Employer other than for Cause, shall receive a Monthly Retirement Income equal to 55% of Final Monthly Earnings reduced by 4% for every year that the Member’s Attained Age on his Retirement Date is less than 65 to reflect the fact that such income shall begin on the first day of the first month immediately following the month in which the Member retires or is terminated other than for Cause, as set forth in the following table:

MONTHLY