Exhibit 10.9

THE McGRAW-HILL COMPANIES, INC.

KEY EXECUTIVE SHORT-TERM INCENTIVE

DEFERRED COMPENSATION PLAN

(Amended and restated effective as of January 1, 2008)

THE McGRAW-HILL COMPANIES, INC.
KEY EXECUTIVE SHORT-TERM INCENTIVE
DEFERRED COMPENSATION PLAN

(Amended and restated effective as of January 1, 2008)

ARTICLE I
PURPOSE

     It is intended that the Plan will aid in retaining and attracting employees by providing such employees with a means to defer receipt of Incentive Compensation to a future date. The Plan is intended to satisfy the requirements of Section 409A of the Code.

ARTICLE II
DEFINITIONS

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

      SECTION 2.01 “ Beneficiary ” means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan. Any Participant’s Beneficiary designation shall be made in a written instrument filed with the Company and shall become effective only when received, accepted and acknowledged in writing by the Company.

      SECTION 2.02 “ Board ” means the Board of Directors of the Company.

      SECTION 2.03 “ Change in Control ” means the first to occur of any of the following events:

     (i) An acquisition by any 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 (the “ Outstanding Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding , however , the following: (1) any acquisition directly from the Company, 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 Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2.03; or

     (ii) A change in the composition of the Board such that the Directors who, as of the effective date of the Plan, constitute the Board (such Board shall be hereinafter referred to as the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , for purposes of this Section 2.03, that any individual who becomes a Director subsequent to the effective date of the Plan, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those Directors who were members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such Director 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 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 Company (“ Corporate Transaction ”); excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding 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 Company or all or substantially all of the Company’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 Common Stock and Outstanding Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company 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 (C) 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 shareholders of the Company of a complete liquidation or dissolution of the Company.

      SECTION 2.04 “ Claimant ” has the meaning set forth in Section 9.01 of the Plan.

      SECTION 2.05 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

      SECTION 2.06 “ Committee ” means the Compensation Committee of the Board.

      SECTION 2.07 “ Common Stock ” means the common stock, $1.00 par value per share, of the Company.

      SECTION 2.08 “ Company ” means The McGraw-Hill Companies, Inc., a corporation organized under the laws of the State of New York, or any successor corporation.

      SECTION 2.09 “ Deferred Account ” means a bookkeeping account maintained by the Company for a Participant representing the Participant’s interest in the Incentive Compensation credited to such account pursuant to Sections 6.01 and 6.02 of the Plan.

      SECTION 2.10 “ Determination Date ” means the date on which the amount of a Participant’s Deferred Account is determined as provided in Sections 6.01 and 6.02 of the Plan. The last day of each calendar month shall be a Determination Date.

      SECTION 2.11 “ Director ” means an individual who is a member of the Board.

      SECTION 2.12 “ Disability ” means a Participant’s becoming disabled within the meaning of Section 409A(a)(2)(C) of the Code.

      SECTION 2.13 “ Employment Termination Date ” means the date of a Participant’s “separation from service” from the Company, as defined in Section 409A(a)(2)(A)(i) of the Code.

      SECTION 2.14 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

      SECTION 2.15 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

      SECTION 2.16 “ Extension Notice ” has the meaning set forth in Section 9.01 of the Plan.

      SECTION 2.17 “ Incentive Compensation ” means any short-term compensation cash award, payable by the Company to a Participant in a Plan Year pursuant to the provisions of The McGraw-Hill Companies, Inc. Key Executive Short-Term Incentive Compensation Plan, and successor programs thereto, and/or such other cash compensation as determined by the Committee.

      SECTION 2.18 “ Participant ” means each employee who participates in the Plan, as provided in Section 4.01 of the Plan.

      SECTION 2.19 “ Participation Agreement ” means a deferral agreement, on such form as may be prescribed by the Committee, executed and filed by a Participant prior to the beginning of the first period for which the Participant’s Incentive Compensation is to be deferred pursuant to the Plan. A new Participation Agreement shall be executed and filed by a Participant for each Incentive Compensation deferral election.

      SECTION 2.20 “ Plan ” means The McGraw-Hill Companies, Inc. Key Executive Short-Term Incentive Deferred Compensation Plan, as amended from time to time.

      SECTION 2.21 “ Plan Administrator ” has the meaning set forth in Section 3.01 of the Plan.

      SECTION 2.22 “ Plan Year ” means the calendar year.

      SECTION 2.23 “ Specified Employee ” means a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code.

ARTICLE III
ADMINISTRATION

      SECTION 3.01 Administration . The Plan shall be administered by the Executive Vice President, Human Resources of the Company (the “ Plan Administrator ”), who shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as he may deem necessary or desirable. Subject to Article IX of the Plan, decisions of the Plan Administrator shall be reviewable by the Committee. Subject to Article IX of the Plan, the Committee shall also have the full authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan.

      SECTION 3.02 Binding Effect of Decisions . Subject to Article IX of the Plan, the decision or action of the Plan Administrator or Committee in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

      SECTION 3.03 Indemnification . To the fullest extent permitted by law, the Plan Administrator, the Committee and the Board (and each member thereof), and any employee of the Company to whom fiduciary responsibilities have been delegated shall be indemnified by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE IV
PARTICIPATION

      SECTION 4.01 Eligible Participants . Any individual who was a Participant in the Plan immediately prior to the effective date of this amendment and restatement shall continue to be a Participant on such date, subject to the terms and provisions of the Plan. Thereafter, participation in the Plan shall be limited to such Participants and to other executives selected by the Committee who elect to participate in the Plan by filing a Participation Agreement with the Company.

ARTICLE V
PARTICIPATION AGREEMENTS

      SECTION 5.01 Initial Participation Agreement . Each new Participant in the Plan may file an irrevocable Participation Agreement to defer payment of all or part of his Incentive Compensation to be earned during the Plan Year in which the individual becomes a Participant in the Plan and to have the Participant’s Deferred Account credited with such deferred amounts. In order to make a deferral pursuant to this Section 5.01, the Participant must file an executed Participation Agreement with the Company. This Participation Agreement must be filed within 30 days of the date on which the individual becomes eligible to participate in the Plan (or in any other account balance plan described in Treasury Regulation Section 1.409A-1(c)(2)(i)(A), or any successor provision thereto) and shall be effective with respect to compensation earned after the date of filing thereof.

      SECTION 5.02 Annual Participation Agreements . A Participant may file a Participation Agreement on an annual basis to defer payment of all or part of his Incentive Compensation to be earned during the next succeeding Plan Year and to have the Participant’s Deferred Account credited with such deferred amounts. In order to make a deferral pursuant to this Section 5.02, the Participant must file an executed Participation Agreement with the Company. The Participation Agreement must be filed not later than, and such Participation Agreement shall become irrevocable on, the last business day prior to the commencement of the Plan Year to which the Participation Agreement relates.

      SECTION 5.03 Applicability of Participation Agreement . With respect to Incentive Compensation deferrals, the deferral selected in each Participation Agreement shall apply only to the Participant’s Incentive Compensation paid for the Plan Year for which the respective Participation Agreement is applicable.

      SECTION 5.04 Elective Deferred Incentive Compensation. The amount of Incentive Compensation that a Participant elects to defer in his Participation Agreement shall be credited by the Company to the Participant’s Deferred Account at such times as the compensation would have been paid had it not been deferred.

ARTICLE VI
DEFERRED ACCOUNTS

      SECTION 6.01 Accounts . Each Participant’s Deferred Account, as of each Determination Date, shall consist of the balance of the Participant’s Deferred Account as of the immediately preceding Determination Date. The Deferred Account of each Participant shall then be increased by any deferred Incentive Compensation credited to or reduced by the amount of all distributions, if any, made from such Deferred Account since the preceding Determination Date.

      SECTION 6.02 Interest Credit . As of each Determination Date, the Participant’s Deferred Account shall be increased by the amount of interest earned since the preceding Determination Date. Interest shall be credited at a rate determined to be in effect for each Plan Year based on 120% of the Applicable Federal Long-Term Rate as prescribed by the Internal Revenue Service in December of the year prior to the year in which the Incentive Compensation is credited. Notwithstanding the foregoing, if a Participant’s Deferred Account is paid in installments in accordance with Section 7.05 of the Plan, interest shall be credited, (i) for retired Participants, at the rate determined to be in effect during the Plan Year in which the Participant retires, and (ii) for all other installment payments, at the rate determined to be in effect during the Plan Year in which such payments commence.

      SECTION 6.03 Statement of Accounts . The Company shall submit to each Participant, by July 1 following the close of each Plan Year, a statement in such form as the Company deems desirable, setting forth the balance to the credit of such Participant in his Deferred Account as of the last day of the preceding Plan Year.

      SECTION 6.04 Vesting of Accounts . A Participant shall be 100% vested in his Deferred Account at all times.

ARTICLE VII
DISTRIBUTIONS

      SECTION 7.01 Payment Elections . A Participant may elect in any Participation Agreement whether payment of the balance of the amounts credited to his Deferred Account shall be made or commence (i) on a date specified by the Participant in the Participation Agreement, or (ii) upon the occurrence of an event described in Sections 7.02, 7.03 or 7.04 of the Plan. The Participant shall be entitled to the balance of the amounts credited to his Deferred Account, as determined under Sections 6.01 and 6.02 of the Plan and as payable in accordance with Section 7.05 of the Plan, as of the Determination Date coincident with or immediately following such specified date or the occurrence of such event.

      SECTION 7.02 Employment Termination . Payment of a Participant’s Deferred Account shall be made or commence as of the Determination Date coincident with or immediately following the Participant’s Employment Termination Date; provided , however , if such Participant is a Specified Employee as of the Participant’s Employment Termination Date then the payment shall be made or commence as of the six-month anniversary of the

Determination Date coincident with or immediately following the Participant’s Employment Termination Date.

      SECTION 7.03 Death . If a Participant dies after the commencement of payments of his Deferred Account, or if a Participant dies while employed prior to any payments of the balance of the amounts credited to his Deferred Account, his Beneficiary shall receive a lump-sum payment equal to the balance of the amounts credited to his Deferred Account as of the Determination Date coincident with or immediately following the date of the Participant’s death.

      SECTION 7.04 Disability . In the event of a Participant’s Disability prior to his Employment Termination Date, such Participant shall receive a lump-sum payment of the balance of the amounts credited to his Deferred Account as of the Determination Date coincident with or immediately following the date of the Participant’s Disability.

      SECTION 7.05 Payment of Benefit . Except as otherwise provided in the Participant’s Participation Agreements, upon, or commencing upon, the first scheduled payroll date of the first calendar month following the earliest of the happening of the specified date, if any, or the occurrence of an event described in Sections 7.02, 7.03 or 7.04 of the Plan, the Company shall pay to the Participant the applicable portion of the balance of the amounts credited to his Deferred Account in a lump sum or in equal annual installments, as elected in the applicable Participation Agreements. If a Participant elects to receive payments in installments, payment of such portion of the balance of the amounts credited to his Deferred Account shall be in an amount which amortizes the Deferred Account balance thereof in equal annual payments of principal and interest over a period not to exceed 15 years. For purposes of determining the amount of the annual payment, the assumed rate of interest shall be the rate specified under the terms of Section 6.02 of the Plan.

      SECTION 7.06 Change in Election . No change in a Participant’s payment election shall be valid unless it is made in a Participation Agreement that is executed and filed with the Company in accordance with this Section 7.06. Any change in a Participant’s payment election with respect to his Deferred Account may not take effect until at least 12 months after the date on which the election is made in a Participation Agreement that is executed and filed with the Company and, in the case of a payment to be made or commenced on a specified date, the election is made in a Participation Agreement that is not executed and filed with the Company less than 12 months prior to the date of the Participant’s first such payment scheduled under the Plan. The first payment with respect to which the election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been made.

ARTICLE VIII
EFFECT OF CORPORATE TRANSACTIONS

      SECTION 8.01 Change in Control . (a) Notwithstanding anything contained in the Plan to the contrary, in the event of a Change in Control that is a “change in control event” within the meaning of Section 409A(a)(2)(A)(v) of the Code, the Company shall immediately

pay to each Participant in a lump sum the then remaining balance in his Deferred Account. The terms of Sections 11.01 and 11.02 of the Plan shall not be applicable following a Change in Control.

     (b) The reasonable legal fees incurred by any Participant to enforce his valid rights under this Section 8.01 shall be paid for by the Company to the Participant in addition to sums otherwise due hereunder, whether or not the Participant is successful in enforcing his rights or whether or not the matter is settled; provided that such payment shall be made not later than the end of the taxable year following the year in which such legal fees are incurred; provided , further , that no such payment shall be made after the last day of the sixth year following the expiration of the period described under Section 9.03 of the Plan.

ARTICLE IX
CLAIMS PROCEDURE

      SECTION 9.01 Claims . In the event any person or his authorized representative (a “ Claimant ”) disputes the amount of, or his entitlement to, any benefits under the Plan or their method of payment, such Claimant shall file a claim in writing with, and on the form prescribed by, the Plan Administrator for the benefits to which he believes he is entitled, setting forth the reason for his claim. The Claimant shall have the opportunity to submit written comments, documents, records and other information relating to the claim and shall be provided, upon request and free of charge, reasonable access to and copies of all documents, records or other information relevant to the claim. The Plan Administrator shall consider the claim and within 90 days of receipt of such claim, unless special circumstances exist which require an extension of the time needed to process such claim, the Plan Administrator shall inform the Claimant of its decision with respect to the claim. In the event of special circumstances, the response period can be extended for an additional 90 days, as long as the Claimant receives written notice advising of the special circumstances and the date by which the Plan Administrator expects to make a determination (the “ Extension Notice” ) before the end of the initial 90- day response period indicating the reasons for the extension and the date by which a decision is expected to be made. If the Plan Administrator denies the claim, the Plan Administrator shall give to the Claimant (i) a written notice setting forth the specific reason or reasons for the denial of the claim, including references to the applicable provisions of the Plan, (ii) a description of any additional material or information necessary to perfect such claim along with an explanation of why such material or information is necessary, and (iii) appropriate information as to the Plan’s appeals procedures as set forth in Section 9.02 of the Plan.

      SECTION 9.02 Appeal of Denial . A Claimant whose claim is denied by the Plan Administrator and who wishes to appeal such denial must request a review of the Plan Administrator’s decision by filing a written request with the Committee for such review within 60 days after such claim is denied. Such written request for review shall contain all relevant comments, documents, records and additional information that the Claimant wishes the Committee to consider, without regard to whether such information was submitted or considered in the initial review of the claim by the Plan Administrator. In connection with that review, the Claimant may examine, and receive free of charge, copies of pertinent Plan documents and submit such written comments as may be appropriate. Written notice of the decision on review

shall be furnished to the Claimant within 60 days after receipt by the Committee of a request for review. In the event of special circumstances which require an extension of the time needed for processing, the response period can be extended for an additional 60 days, as long as the Claimant receives an Extension Notice. If the Committee denies the claim on review, notice of the Committee’s decision shall include (i) the specific reasons for the adverse determination, (ii) references to applicable Plan provisions, (iii) a statement that the Claimant is entitled to receive, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim and (iv) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination on a review and a description of the applicable limitations period under the Plan. The Claimant shall be notified no later than five days after a decision is made with respect to the appeal.

      SECTION 9.03 Statute of Limitations . A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 9.02 of the Plan or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

ARTICLE X
BENEFICIARY DESIGNATION

      SECTION 10.01 Beneficiary Designation . Each Participant shall have the right, at any time, to designate any person, persons, entity or entities as his Beneficiary or Beneficiaries (both primary as well as contingent) to whom payment under the Plan shall be paid in the event of his death prior to complete distribution to the Participant of the benefits due him under the Plan.

      SECTION 10.02 Amendments . Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Company. The new Beneficiary designation form shall cancel all Beneficiary designations previously filed.

      SECTION 10.03 No Beneficiary Designation . If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then any amounts to be paid to the Participant’s Beneficiary shall be paid to the Participant’s estate.

      SECTION 10.04 Effect of Payment . The payment under this Article X of the amounts due to a Participant under the Plan to a Beneficiary shall completely discharge the Company’s obligations in respect of the Participant under the Plan.

ARTICLE XI
AMENDMENT AND TERMINATION OF PLAN

      SECTION 11.01 Amendment. The Board or the Committee may from time to time make such amendments to the Plan as it may deem proper and in the best interest of the Company; provided , however , that, subject to Section 11.03 of the Plan, no amendment shall be effective to decrease or restrict any Deferred Account at the time of such amendment.

      SECTION 11.02 Company’s Right to Terminate . The Board or the Committee may terminate the Plan at any time with respect to future deferrals of Incentive Compensation if, in its judgment, the continuance of the Plan, the tax, accounting, or other effects thereof, or potential payments thereunder would not be in the best interests of the Company. The Board or the Committee may also terminate the Plan in its entirety at any time, and, upon any such termination, the Company shall immediately pay to each Participant in a lump sum the then remaining balance in his Deferred Account, subject to and in accordance with the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix) (or any successor provision thereto).

      SECTION 11.03 Section 409A . If, in the good faith judgment of the Committee, any provision of the Plan or any Participation Agreement could otherwise cause any person to be subject to the interest and penalties imposed under Section 409A of the Code, such provision shall be modified by the Committee in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without causing the interest and penalties under Section 409A of the Code to apply, and, notwithstanding any provision therein to the contrary, the Committee shall have broad authority to amend or to modify the Plan or any Participation Agreement, without advance notice to or consent by any person, to the extent necessary or desirable to ensure that no Deferred Accounts are subject to tax under Section 409A of the Code. Any determinations made by the Committee under this Section 11.03 shall be final, conclusive and binding on all persons.

ARTICLE XII
MISCELLANEOUS

      SECTION 12.01 Unsecured General Creditor . The Plan is an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA, and shall be construed and administered accordingly. Participants and their Beneficiaries shall have no legal or equitable rights, interest or claims in any property or assets of the Company. The assets of the Company shall not be held under any trust for the benefit of Participants or their Beneficiaries or held in any way as collateral security for the fulfilling of the obligations of the Company under the Plan. Any and all of the Company’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future.

      SECTION 12.02 Nonassignability . Each Participant’s rights under the Plan shall be nontransferable except by will or by the laws of descent and distribution. Subject to the foregoing, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or

convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be nonassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

      SECTION 12.03 Not a Contract of Employment . The terms and conditions of the Plan shall not be deemed to constitute a contract of employment with the Participant, and the Participant (or his Beneficiary) shall have no rights against the Company except as specifically provided herein. Moreover, nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Company or to interfere with the rights of the Company to discipline or discharge him at any time.

      SECTION 12.04 Binding Effect . The Plan shall be binding upon and shall inure to the benefit of the Participant or his Beneficiary, his heirs and legal representatives, and the Company.

      SECTION 12.05 Protective Provisions . A Participant will cooperate with the Company by furnishing any and all information requested by the Company, in order to facilitate the payment of benefits hereunder, and by taking such other action as may be requested by the Company.

      SECTION 12.06 Withholding; Payroll Taxes . To the extent that the Company is required to withhold any taxes or other amounts from the employee’s deferred compensation pursuant to any state, federal or local law, such amounts shall first be taken out of the portion of the Participant’s Incentive Compensation that is not deferred under the Plan, or the Participant’s base salary. To the extent required by the law in effect at the time payments are made, the Company shall withhold from payments made hereunder any taxes or other amounts required to be withheld for any federal, state or local government and other authorized deductions.

      SECTION 12.07 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 12.08 Governing Law . The Plan shall be construed under the laws of the State of New York, to the extent not preempted by federal law.

      SECTION 12.09 Headings . 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 the Plan.

      SECTION 12.10 Rules of Construction . Any words herein used in the masculine shall be read and construed in the feminine where they would so apply. Words in the singular shall be read and construed as though used in the plural in all cases where they would so

apply. All references to sections are, unless otherwise indicated, to sections of the Plan. The Plan is intended to meet the requirements of Section 409A of the Code and shall be interpreted and construed consistent with such intent.

Exhibit 10.11

THE McGRAW-HILL COMPANIES, INC.

MANAGEMENT SEVERANCE PLAN

(Amended and restated effective as of January 1, 2008)

THE McGRAW-HILL COMPANIES, INC.
MANAGEMENT SEVERANCE PLAN

(Amended and restated effective as of January 1, 2008)

ARTICLE I
PURPOSE

          The purpose of the Plan is to provide managers who are in a position to contribute to the success of the Company Group with reasonable compensation in the event of their termination of employment with the Company Group. The Plan is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto.

ARTICLE II
DEFINITIONS

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

          SECTION 2.01 “ Attorneys’ Fees ” means any reasonable attorneys’ fees and disbursements incurred in pursuing a Disputed Claim.

          SECTION 2.02 “ Beneficiary ” means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan. Any Participant’s Beneficiary designation shall be made in a written instrument filed with the Company and shall become effective only when received, accepted and acknowledged in writing by the Company.

          SECTION 2.03 “ Board ” means the Board of Directors of the Company.

          SECTION 2.04 “ Cause ” means the Participant’s misconduct in respect of the Participant’s obligations to the Company Group 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 Group; 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 2.05 “ CEO ” means the Chief Executive Officer of the Company.

          SECTION 2.06 “ Change in Control ” means the first to occur of any of the following events:

     (i) An acquisition by any 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 (the “ Outstanding Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding, however, the following: (1) any acquisition directly from the Company, 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 Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2.06; or

     (ii) A change in the composition of the Board such that the Directors who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , for purposes of this Section 2.06, that any individual who becomes 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 those Directors who were members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such Director 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 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 Company (“ Corporate Transaction ”); excluding , however , such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding 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 Company or all or substantially all of the Company’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 Common Stock and Outstanding Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company 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 (C) 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 shareholders of the Company of a complete liquidation or dissolution of the Company.

          SECTION 2.07 “ Claimant ” has the meaning set forth in Section 8.01 of the Plan.

          SECTION 2.08 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.09 “ Commencement Date ” means the first day of the first regular payroll cycle coincident with or next following the date of the Participant’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code.

          SECTION 2.10 “ Committee ” means the Compensation Committee of the Board.

          SECTION 2.11 “ Common Stock ” means the common stock, $1.00 par value per share, of the Company.

          SECTION 2.12 “ Company ” means The McGraw-Hill Companies, Inc., a corporation organized under the laws of the State of New York, or any successor corporation.

          SECTION 2.13 “ Company Group ” means the Company and its Subsidiaries.

          SECTION 2.14 “ Comparable Position ” has the meaning that shall be determined by the CEO after taking into account the job requirements of a Participant’s then current position and the position offered to a Participant, the duties of the two positions, the base pay of the two positions and such other factors as the CEO deems relevant. A Comparable 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.

          SECTION 2.15 “ Director ” means an individual who is a member of the Board.

          SECTION 2.16 “ Disability ” means a Participant’s long-term disability pursuant to a determination of disability under the Company’s Long-Term Disability Plan.

          SECTION 2.17 “ Disputed Claim ” means a claim for payments under the Plan that is disputed by the Company.

          SECTION 2.18 “ Effective Date ” has the meaning set forth in Section 11.08 of the Plan.

          SECTION 2.19 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.20 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.21 “ Excise Tax ” has the meaning set forth in Section 5.05 of the Plan.

          SECTION 2.22 “ Extension Notice ” has the meaning set forth in Section 8.01 of the Plan.

          SECTION 2.23 “ Local Position ” has the meaning that shall be determined by the CEO using standards that are 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.

          SECTION 2.24 “Long-Term Disability Plan ” means The McGraw-Hill Companies, Inc. Long-Term Disability Plan, as amended from time to time (or any successor plan).

          SECTION 2.25 “ Judgment or Award ” means 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 in a Disputed Claim.

          SECTION 2.26 “ Monthly Base Salary ” means 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.

          SECTION 2.27 “ Participant ” means each employee who participates in the Plan, as provided in Section 4.01 of the Plan.

           SECTION 2.28 “ Payment ” has the meaning set forth in Section 5.06 of the Plan.

          SECTION 2.29 “ Plan ” means The McGraw-Hill Companies, Inc. Management Severance Plan, as amended from time to time.

          SECTION 2.30 “ Plan Administrator ” has the meaning set forth in Section 3.01 of the Plan.

          SECTION 2.31 “ Protection Period ” has the meaning set forth in Section 10.01 of the Plan.

          SECTION 2.32 “ Release ” means a termination and release agreement in the form approved by the Plan Administrator, which shall, among other things, release the Company

Group, and each of their respective directors, officers, employees, agents, successors and assigns, from any and all claims that the Participant has or may have against the Company Group and each of their respective directors, officers, employees, agents, successors and assigns.

          SECTION 2.33 “ Separation Pay ” has the meaning set forth in Section 5.01(a)(i) of the Plan.

          SECTION 2.34 “ Separation Period ” has the meaning set forth in Section 5.01(a)(i) of the Plan.

          SECTION 2.35 “ Separation Pay Plan ” means the Separation Pay Plan of The McGraw-Hill Companies, Inc., as amended from time to time (or any successor plan).

          SECTION 2.36 “ Specified Employee ” means a Participant who is a “specified employee” within the meaning of Section 409A(a)(2)(b)(i) of the Code.

          SECTION 2.37 “ Subsidiary ” means any subsidiary of the Company at least 20% of whose voting shares are owned directly or indirectly by the Company.

          SECTION 2.38 “ Substitute Position ” means 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 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 Substitute Position.

          SECTION 2.39 “ Supplemental Separation Pay ” has the meaning set forth in Section 5.01(a)(ii) of the Plan.

          SECTION 2.40 “ Supplemental Separation Period ” has the meaning set forth in Section 5.01(a)(ii) of the Plan.

          SECTION 2.41 “ Termination of Employment at Company Convenience ” means termination of the employment of a Participant initiated by the Company Group, other than for Cause, and other than by reason of death, Disability, voluntary resignation by a Participant, or lawful Company Group mandated retirement at normal retirement age.

ARTICLE III
ADMINISTRATION

          SECTION 3.01 Administration . The Plan shall be administered by the Executive Vice President, Human Resources of the Company (the “ Plan Administrator ”), who shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as he may deem necessary or desirable. Subject to Article VIII, decisions of the Plan Administrator shall be reviewable by the CEO. Subject to Article VIII, the

CEO shall also have the full authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan.

          SECTION 3.02 Binding Effect of Decisions . Subject to Article VIII, the decision or action of the CEO or Plan Administrator in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

          SECTION 3.03 Indemnification . To the fullest extent permitted by law, the CEO, the Plan Administrator, the Board (and each member thereof), and any employee of the Company Group to whom fiduciary responsibilities have been delegated shall be indemnified by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE IV
PARTICIPATION

          SECTION 4.01 Eligible Participants . Subject to the approval of the CEO, the Plan Administrator shall from time to time select Participants from among those employees who are in Grade Level 25 or above (or equivalent successor grade) and who are determined by the Plan Administrator to be in a position to contribute to the success of the Company Group.

          SECTION 4.02 Participation Notification; Participation Agreement . 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 CEO 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 CEO, in his sole discretion.

          SECTION 4.03 Termination of Participation . 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 the 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 Group under circumstances not requiring payments under the terms of the Plan. In addition, a Participant shall cease to be a Participant in the Plan if, prior to the occurrence of a Termination of Employment at Company Convenience, the Participant is no longer in Grade Level 25 or above (or equivalent successor grade).

ARTICLE V
PAYMENTS UPON TERMINATION OF EMPLOYMENT

          SECTION 5.01 Separation Pay . (a) In the event of a Termination of Employment at Company Convenience, the Participant shall be entitled to the following:

     (i) an amount of separation pay (the “ Separation Pay ”) equal to the Participant’s Monthly Base Salary for the number of months following the Participant’s Commencement Date (the “ Separation Period ”) equal to the number of full and partial years of the Participant’s continuous service with the Company Group, up to a maximum of 20 years, multiplied by 0.3, and payable over the Separation Period in accordance with the Company’s payroll practices in effect from time to time; provided that the Separation Pay shall not be less than three times such Monthly Base Salary and the Separation Period shall not be less than three months;

     (ii) if, not later than the date and time specified by the Plan Administrator, the Participant delivers to the Company a signed and valid Release, a supplemental amount of separation pay (the “ Supplemental Separation Pay ”) equal and in addition to the amount of the Participant’s Separation Pay and payable following the Separation Period over the number of months in the Separation Period (the “ Supplemental Separation Period ”) in accordance with the Company’s payroll practices in effect from time to time; provided , however , that a Release shall not be deemed delivered by the Participant if it is revoked by the Participant during any applicable revocation period set forth in the Release;

     (iii) active participation in all Company-sponsored retirement, life, medical, dental, accidental death and disability insurance benefit plans or programs in which the Participant was participating at the time of his termination for the Separation Period and any Supplemental Separation Period, but only to the extent permitted by applicable law as determined by the Company and not otherwise provided under the terms of such plans and programs, 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 Code; provided that the Participant shall be responsible for any required payments for participation in such plans or programs; provided , further, that, except with respect to amounts subject to Section 409A of the Code, the CEO may authorize, in his sole discretion, in lieu of the payments and benefits provided under this Section 5.01(a) of the Plan, payment to the Participant of a single lump sum equal to 110% of the sum of the Participant’s Separation Pay and any Supplemental Separation Pay (100% of Monthly Base Salary for the Separation Period and any Supplemental Separation Period in lieu of salary continuation, and 10% of Monthly Base Salary for such periods in lieu of benefits continuation).

          (b) The payments and benefits described in Section 5.01(a) of the Plan 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 Group, 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 the 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 the Plan.

          SECTION 5.02 Death . In the event a Participant dies after the commencement of payments pursuant to Section 5.01(a) of the Plan, the balance of said payments shall be payable in accordance with Article IX of the Plan.

          SECTION 5.03 Transfers . A Participant’s transfer to another employment location shall not by itself entitle a Participant to any payments or benefits under the Plan.

          SECTION 5.04 Corporate Transactions . A Participant shall not receive any payments or benefits under the Plan in the event of a sale of the business unit of the Company Group with which the Participant is associated, if the Participant (i) is offered a Local Position that is either a Comparable Position or a Substitute Position with the buyer or the Company Group, whether or not such offer is accepted by the Participant, or (ii) is employed following such transaction by the buyer or the Company Group.

          SECTION 5.05 Specified Employees . With respect to amounts subject to Section 409A of the Code, notwithstanding the other provisions of this Article V, no payment to a Specified Employee under the Plan shall be made or commenced prior to the date that is six months following the Specified Employee’s Commencement Date; provided that amounts under the Plan that are otherwise payable to the Specified Employee prior to such date shall be paid to the Specified Employee on or within 30 days after such date.

          SECTION 5.06 Section 280G . In the event that any payment or benefit received or to be received by any Participant pursuant to the Plan or any other plan or arrangement with the Company (each, a “ Payment ”) would constitute an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, or would otherwise be subject to the excise tax imposed under Section 4999 of the Code, or any similar federal or state law (an “ Excise Tax ”), as determined by an independent certified public accounting firm selected by the Company, the amount of the Participant’s Separation Pay (and Supplemental Separation Pay, if any) shall be limited to the largest amount payable, if any, that would not result in the imposition of any Excise Tax to the Participant, but only if, notwithstanding such limitation, the total Payments, net of all taxes imposed on the Participant with respect thereto, would be greater if no Excise Tax were imposed.

ARTICLE VI
MITIGATION AND OFFSET

          SECTION 6.01 Mitigation . 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.

          SECTION 6.02 Offset . If, after a Participant’s termination of employment with the Company Group, the Participant is employed by another entity or becomes self-employed, the amounts (if any) payable under the 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 the Plan.

ARTICLE VII
ATTORNEYS’ FEES FOR DISPUTED CLAIMS

          SECTION 7.01 General . If a Participant makes a Disputed Claim, the Company shall reimburse the Participant for Attorneys’ Fees; provided that the Participant enters into a repayment agreement with the Company, which shall require the Participant (i) to repay the Company for any reimbursements made pursuant to this Section 7.01 if the Participant does not obtain a Judgment or Award and (ii) to provide adequate security with respect to the amount subject to repayment under this Section 7.01. With respect to amounts subject to Section 409A, such reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the applicable Attorneys’ Fee expense was incurred, subject to the timely presentation to the Company in writing of any periodic statements for Attorneys’ Fees. Unless the Judgment or Award specifies whether it constitutes “all or substantially all of the amount sought,” such determination shall be made by the Plan Administrator in its sole and absolute discretion.

          SECTION 7.02 Change in Control . If a Disputed Claim is made with respect to a termination of employment occurring during a period beginning on the date of a Change in Control and ending 24 months thereafter, the Participant shall be entitled to reimbursement of Attorneys’ 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 in writing of any periodic statements for Attorneys’ Fees, but in no event later than the last day of the Participant’s taxable year following the taxable year in which the applicable Attorneys’ Fees were incurred.

          SECTION 7.03 Six Month Period Prior to Change in Control . Without affecting the rights of a Participant under Section 7.01 of the Plan, a Participant shall be entitled to reimbursement of Attorneys’ Fees for a Disputed Claim in accordance with the terms of Section 7.02 of the Plan with respect to termination of employment occurring six months prior to a Change in Control, whether or not the Participant obtains a Judgment or Award; provided, however, that no reimbursement shall be made under this Section 7.03 in such case (i) unless and until the Change in Control actually occurs or (ii) if reimbursement has been made under Section 7.01 of the Plan.

          SECTION 7.04 Section 409A . The reimbursements made to a Participant under this Article VII during any calendar year shall not affect the amounts eligible for reimbursement in any other calendar year. No reimbursement of Attorneys’ Fees made pursuant to this Article VII shall be paid to any Participant following the last day of the sixth year following the termination of the period described in Section 8.03 of the Plan.

ARTICLE VIII
CLAIMS PROCEDURE

          SECTION 8.01 Claims . In the event any person or his authorized representative (a “ Claimant ”) disputes the amount of, or his entitlement to, any benefits under the Plan or their method of payment, such Claimant shall file a claim in writing with, and on the form prescribed by, the Plan Administrator for the benefits to which he believes he is entitled, setting forth the reason for his claim. The Claimant shall have the opportunity to submit written comments, documents, records and other information relating to the claim and shall be provided, upon request and free of charge, reasonable access to and copies of all documents, records or other information relevant to the claim. The Plan Administrator shall consider the claim and within 90 days of receipt of such claim, unless special circumstances exist which require an extension of the time needed to process such claim, the Plan Administrator shall inform the Claimant of its decision with respect to the claim. In the event of special circumstances, the response period can be extended for an additional 90 days, as long as the Claimant receives written notice advising of the special circumstances and the date by which the Plan Administrator expects to make a determination (the “ Extension Notice ”) before the end of the initial 90-day response period indicating the reasons for the extension and the date by which a decision is expected to be made. If the Plan Administrator denies the claim, the Plan Administrator shall give to the Claimant (i) a written notice setting forth the specific reason or reasons for the denial of the claim, including references to the applicable provisions of the Plan, (ii) a description of any additional material or information necessary to perfect such claim along with an explanation of why such material or information is necessary, and (iii) appropriate information as to the Plan’s appeals procedures as set forth in Section 8.02 of the Plan.

          SECTION 8.02 Appeal of Denial . A Claimant whose claim is denied by the Plan Administrator and who wishes to appeal such denial must request a review of the Plan Administrator’s decision by filing a written request with the CEO for such review within 60 days after such claim is denied. Such written request for review shall contain all relevant comments, documents, records and additional information that the Claimant wishes the CEO to consider, without regard to whether such information was submitted or considered in the initial review of the claim by the Plan Administrator. In connection with that review, the Claimant may examine, and receive free of charge, copies of pertinent Plan documents and submit such written comments as may be appropriate. Written notice of the decision on review shall be furnished to the Claimant within 60 days after receipt by the CEO of a request for review. In the event of special circumstances which require an extension of the time needed for processing, the response period can be extended for an additional 60 days, as long as the Claimant receives an Extension Notice. If the CEO denies the claim on review, notice of the CEO’s decision shall include (i) the specific reasons for the adverse determination, (ii) references to applicable Plan provisions, (iii) a statement that the Claimant is entitled to receive, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim and (iv) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination on a review and a description of the applicable limitations period under the Plan. The Claimant shall be notified no later than five days after a decision is made with respect to the appeal.

          SECTION 8.03 Statute of Limitations . A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 8.02 of the Plan or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

          SECTION 8.04 Change in Control . Notwithstanding any other provision of the Plan, the authority granted pursuant to Articles III, VII and VIII to the Plan Administrator and to persons making determinations on claims for benefits and reviews of claims shall, when exercised (i) during the period of 24 months following a Change in Control or (ii) with respect to any termination of employment that occurs during the period of 24 months following a Change in 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.

ARTICLE IX
BENEFICIARY DESIGNATION

          SECTION 9.01 Beneficiary Designation . Each Participant shall have the right, at any time, to designate any person, persons, entity or entities as his Beneficiary or Beneficiaries (both primary as well as contingent) to whom payment under the Plan shall be paid in the event of his death prior to complete distribution to the Participant of the benefits due him under the Plan.

          SECTION 9.02 Amendments . Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Company. The new Beneficiary designation form shall cancel all Beneficiary designations previously filed.

          SECTION 9.03 No Beneficiary Designation . If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then any amounts to be paid to the Participant’s Beneficiary shall be paid to the Participant’s estate.

          SECTION 9.04 Effect of Payment . The payment under this Article IX of the amounts due to a Participant under the Plan to a Beneficiary shall completely discharge the Company’s obligations in respect of the Participant under the Plan.

ARTICLE X
AMENDMENT AND TERMINATION OF PLAN

          SECTION 10.01 Amendment and Termination . (a) 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, by resolution of the Board or Committee or delegate thereof, 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 without the express written consent of the affected Participant (i) with respect to any termination of employment that occurred before such amendment or termination, or (ii) in all other cases, until 6 months have elapsed from the time of the amendment or termination. In addition, in no event shall the Plan be amended or terminated (x) during the period of 24 months following a Change in Control (the “ Protection Period ”), or (y) to the extent that it 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. Notwithstanding the foregoing, except with respect to a termination of employment that occurs during the Protection Period, the Company shall have the right to terminate the Plan at any time following the Protection Period.

          (b) Except for the amendments made in accordance with Section 10.01(a) of the Plan, no modifications, alternations 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 Plan Administrator.

          SECTION 10.02 Section 409A . If, in the good faith judgment of the Plan Administrator, any provision of the Plan would violate the requirements of Section 409A of the Code, or otherwise cause any person to be subject to the interest and penalties imposed under Section 409A of the Code, such provision shall be modified by the Plan Administrator in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without causing the interest and penalties under Section 409A of the Code to apply, and, notwithstanding any provision in the Plan to the contrary, the Plan Administrator shall have broad authority to amend or to modify the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure that no payment or benefit under the Plan is subject to tax under Section 409A of the Code. Any determinations made by the Plan Administrator under this Section 10.02 shall be final, conclusive and binding on all persons.

ARTICLE XI
MISCELLANEOUS

          SECTION 11.01 Effect on Other Plans . Except as expressly provided in Article V of the Plan 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 the Participant’s rights and obligations under any other plan maintained by the Company on behalf of employees.

          SECTION 11.02 Unsecured General Creditor . Participants and their Beneficiaries shall have no legal or equitable rights, interest or claims in any property or assets of the Company Group. The assets of the Company Group shall not be held under any trust for the benefit of Participants or their Beneficiaries or held in any way as collateral security for the fulfilling of the obligations of the Company Group under the Plan. Any and all of the assets of the Company Group shall be, and remain, the general, unpledged, unrestricted assets of the Company Group. The obligation of the Company Group under the Plan shall be merely that of an unfunded and unsecured promise of the Company Group to pay money in the future.

          SECTION 11.03 Nonassignability . Each Participant’s rights under the 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, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be nonassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

          SECTION 11.04 Not a Contract of Employment . The terms and conditions of the Plan shall not be deemed to constitute a contract of employment with the Participant, and the Participant (or his Beneficiary) shall have no rights against the Company Group except as specifically provided herein. Moreover, nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Company Group or to interfere with the rights of the Company Group to discipline or discharge him at any time.

          SECTION 11.05 Binding Effect . The Plan shall be binding upon and shall inure to the benefit of the Participant or his Beneficiary, his heirs and legal representatives, and the Company.

          SECTION 11.06 Withholding; Payroll Taxes . To the extent required by the law in effect at the time payments are made, the Company shall withhold from payments made hereunder any taxes or other amounts required to be withheld for any federal, state or local government and other authorized deductions.

          SECTION 11.07 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 11.08 Effective Date . The Plan was initially effective as of January 28, 1987 (the “ Effective Date ”). This amendment and restatement is effective as of January 1, 2008.

          SECTION 11.09 Governing Law . The Plan shall be construed under the laws of the State of New York, to the extent not preempted by federal law.

          SECTION 11.10 Headings . 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 the Plan.

          SECTION 11.11 Rules of Construction . Any words herein used in the masculine shall be read and construed in the feminine where they would so apply. Words in the singular shall be read and construed as though used in the plural in all cases where they would so apply. All references to sections are, unless otherwise indicated, to sections of the Plan.

Exhibit 10.12

THE McGRAW-HILL COMPANIES, INC.

EXECUTIVE SEVERANCE PLAN

(Amended and restated effective as of January 1, 2008)

THE McGRAW-HILL COMPANIES, INC.
EXECUTIVE SEVERANCE PLAN

(Amended and restated effective as of January 1, 2008)

ARTICLE I
PURPOSE

          The purpose of the Plan is to provide executives who are in a position to contribute materially to the success of the Company Group with reasonable compensation in the event of their termination of employment with the Company Group. The Plan is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto.

ARTICLE II
DEFINITIONS

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

          SECTION 2.01 “ Adverse Change in Conditions of Employment ” means the occurrence of any of the following events:

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

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

provided , however , that the Participant shall notify the Company within 90 days of the occurrence of a change described in Sections 2.01(i) or (ii) above and the Company shall have 30 days to cure such change to the reasonable satisfaction of the Participant (including retroactively with respect to monetary matters), which change, to the extent so cured, shall not be considered an Adverse Change in Conditions of Employment.

          SECTION 2.02 “ Adverse Change in Conditions of Employment After a Change in Control ” means the occurrence of any of the following after a Change in Control:

     (i) The failure to pay base salary to the Participant at a monthly rate at least equal to the highest rate paid to the Participant at any time during or after the 24-month period prior to the Change in Control, except as the result of a Company-wide reduction in base salaries pursuant to which the Participant’s Monthly Base Salary is decreased less than 10%;

     (ii) The Participant’s annual incentive opportunity, taking into account all material factors such as targeted payment amounts and performance goals, is materially less favorable to the Participant than the most favorable such opportunity at any time during or after the 24-month period prior to the Change in Control;

     (iii) The Participant’s opportunity to earn long-term incentive payments, on the basis of the grant-date fair value of awards and taking into account vesting requirements and termination provisions of awards, is materially less favorable to the Participant than the most favorable such opportunity in effect at any time during or after the 24 months prior to the Change in Control;

     (iv) A material reduction by the Company in the aggregate value to the Participant of the pension and welfare benefit plans in which the Participant is eligible to participate;

     (v) The transfer of the Participant to a principal business location that increases by more than 35 miles the distance between the Participant’s principal business location and place of residence;

     (vi) Any adverse change in the Participant’s title or reporting relationship or adverse change by the Company in the Participant’s authority, functions, duties or responsibilities (other than which results solely from the Company ceasing to have a publicly traded class of common stock or the Participant no longer serving as the chief executive, or reporting to the chief executive, of an independent, publicly traded company as a result thereof), which change would cause the Participant’s position with the Company to become one of substantially less responsibility, importance or scope; or

     (vii) Any failure by a successor entity to the Company (including any entity that succeeds to the business or assets of the Company) to adopt the Plan;

provided , however , that the Participant shall notify the Company within 90 days of the facts and circumstances described in any of Sections 2.02(i) through (vii) above and the Company shall have 30 days to cure such facts and circumstances to the reasonable satisfaction of the Participant (including retroactively with respect to monetary matters), which facts and circumstances, to the extent so cured, shall not be considered an Adverse Change in Conditions of Employment After a Change in Control.

          SECTION 2.03 “ Annual Base Salary ” means a Participant’s highest rate of annual base salary during the 24-month period preceding the Participant’s termination of employment, 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.

          SECTION 2.04 “ Annual Target Bonus ” means a Participant’s highest, annual, target short-term incentive opportunity during the 24-month period preceding the Participant’s termination of employment.

          SECTION 2.05 “ Attorneys’ Fees ” means any reasonable attorneys’ fees and disbursements incurred in pursuing a Disputed Claim.

          SECTION 2.06 “ Beneficiary ” means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan. Any Participant’s Beneficiary designation shall be made in a written instrument filed with the Company and shall become effective only when received, accepted and acknowledged in writing by the Company.

          SECTION 2.07 “ Board ” means the Board of Directors of the Company.

          SECTION 2.08 “ Cause ” means the Participant’s misconduct in respect of the Participant’s obligations to the Company Group 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 Group; 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 2.09 “ Change in Control ” means the first to occur of any of the following events:

     (i) An acquisition by any 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 (the “ Outstanding Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding, however, the following: (1) any acquisition directly from the Company, 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 Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2.09; or

     (ii) A change in the composition of the Board such that the Directors who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , for purposes of this

Section 2.09, that any individual who becomes 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 those Directors who were membersof the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such Director 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 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 Company (“ Corporate Transaction ”); excluding , however , such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding 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 Company or all or substantially all of the Company’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 Common Stock and Outstanding Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company 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 (C) 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 shareholders of the Company of a complete liquidation or dissolution of the Company.

          SECTION 2.10 “ Claimant ” has the meaning set forth in Section 8.01 of the Plan.

          SECTION 2.11 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.12 “ Commencement Date ” means the first day of the first regular payroll cycle coincident with or next following the date of the Participant’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code.

          SECTION 2.13 “ Committee ” has the meaning set forth in Section 3.01 of the Plan.

          SECTION 2.14 “ Common Stock ” means the common stock, $1.00 par value per share, of the Company.

          SECTION 2.15 “ Company ” means The McGraw-Hill Companies, Inc., a corporation organized under the laws of the State of New York, or any successor corporation.

          SECTION 2.16 “ Company Group ” means the Company and its Subsidiaries.

          SECTION 2.17 “ Director ” means an individual who is a member of the Board.

          SECTION 2.18 “ Disability ” means a Participant’s long-term disability pursuant to a determination of disability under the Company’s Long-Term Disability Plan.

          SECTION 2.19 “ Disputed Claim ” means a claim for payments under the Plan that is disputed by the Company.

          SECTION 2.20 “ Effective Date ” has the meaning set forth in Section 11.08 of the Plan.

          SECTION 2.21 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.22 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.23 “ Excise Tax ” has the meaning set forth in Section 5.06 of the Plan.

          SECTION 2.24 “ Extension Notice ” has the meaning set forth in Section 8.01 of the Plan.

          SECTION 2.25 “Long-Term Disability Plan ” means The McGraw-Hill Companies, Inc. Long-Term Disability Plan, as amended from time to time (or any successor plan).

          SECTION 2.26 “ Judgment or Award ” means 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 in a Disputed Claim.

          SECTION 2.27 “ Monthly Base Salary ” means a Participant’s Annual Base Salary, divided by 12.

          SECTION 2.28 “ Participant ” means each employee who participates in the Plan, as provided in Section 4.01 of the Plan.

          SECTION 2.29 “ Payment ” has the meaning set forth in Section 5.06 of the Plan.

          SECTION 2.30 “ Plan ” means The McGraw-Hill Companies, Inc. Executive Severance Plan, as amended from time to time.

          SECTION 2.31 “ Plan Administrator ” has the meaning set forth in Section 3.01 of the Plan.

          SECTION 2.32 “ Protection Period ” has the meaning set forth in Section 10.01 of the Plan.

          SECTION 2.33 “ Qualified Termination of Employment ” means termination of the employment of a Participant with the Company Group (other than by reason of death, Disability, voluntary resignation by a Participant under circumstances not qualifying under this Section 2.33, or lawful Company-mandated retirement at normal retirement age) as follows:

     (i) By the Company for any reason other than for Cause,

     (ii) By the Participant after an Adverse Change in Conditions of Employment;

     (iii) By the Participant for any reason during the 30-day period following the first anniversary of a Change in Control (in the case of a Change in Control occurring prior to January 1, 2009); or

     (iv) By the Participant after an Adverse Change in Conditions of Employment After a Change in Control (in the case of a Change in Control occurring on or after January 1, 2009).

          SECTION 2.34 “ Release ” means a termination and release agreement in the form approved by the Plan Administrator, which shall, among other things, release the Company Group, and each of their respective directors, officers, employees, agents, successors and assigns, from any and all claims that the Participant has or may have against the Company Group and each of their respective directors, officers, employees, agents, successors and assigns, and the standard form of which shall not be modified after, in anticipation of, or at the request of any Person seeking to effect, a Change in Control, except to conform to changes in the requirements of applicable law.

          SECTION 2.35 “ Separation Pay ” has the meaning set forth in Section 5.01(a)(i) of the Plan.

          SECTION 2.36 “ Separation Period ” has the meaning set forth in Section 5.01(a)(i) of the Plan.

          SECTION 2.37 “ Separation Pay Plan ” means the Separation Pay Plan of The McGraw-Hill Companies, Inc., as amended from time to time (or any successor plan).

          SECTION 2.38 “ Specified Employee ” means a Participant who is a “specified employee” within the meaning of Section 409A(a)(2)(b)(i) of the Code.

          SECTION 2.39 “ Subsidiary ” means any subsidiary of the Company at least 20% of whose voting shares are owned directly or indirectly by the Company.

          SECTION 2.40 “ Supplemental Separation Pay ” has the meaning set forth in Section 5.01(a)(ii) of the Plan.

          SECTION 2.41 “ Supplemental Separation Period ” has the meaning set forth in Section 5.01(a)(ii) of the Plan.

ARTICLE III
ADMINISTRATION

          SECTION 3.01 Administration . The Plan shall be administered by the Executive Vice President, Human Resources of the Company (the “ Plan Administrator ”), who shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as he may deem necessary or desirable. Subject to Article VIII, decisions of the Plan Administrator shall be reviewable by the Compensation Committee of the Board (the “ Committee ”). Subject to Article VIII, the Committee shall also have the full authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan.

          SECTION 3.02 Binding Effect of Decisions . Subject to Article VIII, the decision or action of the Committee or Plan Administrator in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

          SECTION 3.03 Indemnification . To the fullest extent permitted by law, the Plan Administrator, the Committee and the Board (and each member thereof), and any employee of the Company Group to whom fiduciary responsibilities have been delegated shall be indemnified by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE IV
PARTICIPATION

          SECTION 4.01 Eligible Participants . Subject to the approval of the Committee, the Plan Administrator shall from time to time select Participants from among those employees who are in ECB 2 (or equivalent successor band) and who are determined by the Plan Administrator to be in a position to contribute materially to the success of the Company Group.

          SECTION 4.02 Participation Notification; Participation Agreement . 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 Committee 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 Committee, in its sole discretion.

          SECTION 4.03 Termination of Participation . A Participant shall cease to be a Participant in the Plan uponthe earlier of (i) his receipt of all of the payments, if any, to which he is or becomes entitled under the terms of the 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 Group under circumstances not requiring payments under the terms of the Plan. In addition, a Participant shall cease to be a Participant in the Plan if, prior to the occurrence of a Qualified Termination of Employment or a Change in Control, there is an Adverse Change in Conditions of Employment to which the Participant fails to object in writing within 90 days and as a result of which the Participant is no longer in grade level ECB 2 (or equivalent successor band).

ARTICLE V
PAYMENTS UPON TERMINATION OF EMPLOYMENT

          SECTION 5.01 Separation Pay . (a) In the event of a Qualified Termination of Employment, the Participant shall be entitled to the following:

     (i) an amount of separation pay (the “ Separation Pay ”) equal to the Participant’s Monthly Base Salary for the number of months following the Participant’s Commencement Date (the “ Separation Period ”) equal to the number of full and partial years of the Participant’s continuous service with the Company Group, up to a maximum of 20 years, multiplied by 0.45, and payable over the Separation Period in accordance with the Company’s payroll practices in effect from time to time; provided that the Separation Pay shall not be less than 4 ¹ / 2 times such Monthly Base Salary and the Separation Period shall not be less than 4 ¹ / 2 months; provided , further , that, in the event of a Qualified Termination of Employment that takes place on or after a Change in Control occurring on or after January 1, 2009, the Participant’s Separation Pay shall equal the sum of the

Participant’s Annual Base Salary and Annual Target Bonus, multiplied by 0.75, and the Participant’s Separation Period shall be 9 months.

     (ii) if, not later than the date and time specified by the Plan Administrator, the Participant delivers to the Company a signed and valid Release, a supplemental amount of separation pay (the “ Supplemental Separation Pay ”) equal and in addition to the amount of the Participant’s Separation Pay and payable following the Separation Period over the number of months in the Separation Period (the “ Supplemental Separation Period ”) in accordance with the Company’s payroll practices in effect from time to time; provided , however , that a Release shall not be deemed delivered by the Participant if it is revoked by the Participant during any applicable revocation period set forth in the Release; provided , further , that if the Participant has attained age 40 on the Commencement Date, then no Supplemental Separation Pay shall be paid to the Participant prior to the date that is 60 days following the Commencement Date and the Supplemental Separation Pay otherwise payable to the Participant prior to such date shall be paid to the Participant on or within 30 days after such date; and, provided , further , that if the Participant’s Separation Period and Supplemental Separation Period exceed a total period of 12 months, the Company shall pay to the Participant in a lump sum, on or within 30 days following the first anniversary of the Participant’s Commencement Date, the total amount of his Separation Pay and Supplemental Separation Pay in excess of 12 months.

     (iii) active participation in all Company-sponsored retirement, life, medical, dental, accidental death and disability insurance benefit plans or programs in which the Participant was participating at the time of his termination for the Separation Period and any Supplemental Separation Period, but only to the extent permitted by applicable law as determined by the Company and not otherwise provided under the terms of such plans and programs, 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 Code; provided that the Participant shall be responsible for any required payments for participation in such plans or programs; and, provided , further , that if the Participant’s Separation Period and Supplemental Separation Period exceed a total period of 12 months, the Participant shall be entitled to participate in such plans or programs for a maximum of 12 months and the Company shall pay to the Participant in a lump sum, on or with 30 days following the first anniversary of the Participant’s Commencement Date, the cash amount equal to 10% of the total amount of his Separation Pay and Supplemental Separation Pay in excess of 12 months.

          (b) The payments and benefits described in Section 5.01(a) of the Plan 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 Group, 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 the 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 the Plan.

          SECTION 5.02 Death . In the event a Participant dies after the commencement of payments pursuant to Section 5.01(a) of the Plan, the balance of said payments shall be payable in accordance with Article IX of the Plan.

          SECTION 5.03 Transfers . A Participant’s transfer to another employment location shall not by itself constitute an Adverse Change in Conditions of Employment; provided , however , that such an Adverse Change in Conditions of Employment shall be deemed to exist if, after a Change in 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 in Control by more than 35 miles.

          SECTION 5.04 Corporate Transactions . A Participant shall not receive any payments or benefits under the Plan in the event of a sale of the business unit of the Company Group 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 Group 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, the Participant shall be entitled to payments hereunder. A position shall not be deemed to be a “comparable position” for purposes of this Section 5.04 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 5.05 Specified Employees . With respect to amounts subject to Section 409A of the Code, notwithstanding the other provisions of this Article V, no payment to a Specified Employee under the Plan shall be made or commenced prior to the date that is six months following the Specified Employee’s Commencement Date; provided that amounts under the Plan that are otherwise payable to the Specified Employee prior to such date shall be paid to the Specified Employee on or within 30 days after such date.

          SECTION 5.06 Section 280G . In the event that any payment or benefit received or to be received by any Participant pursuant to the Plan or any other plan or arrangement with the Company (each, a “ Payment ”) would constitute an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, or would otherwise be subject to the excise tax imposed under Section 4999 of the Code, or any similar federal or state law (an “ Excise Tax ”), as determined by an independent certified public accounting firm selected by the Company, the amount of the Participant’s Separation Pay (and Supplemental Separation Pay, if any) shall be limited to the largest amount payable, if any, that would not result in the imposition of any Excise Tax to the Participant, but only if, notwithstanding such limitation, the total Payments, net of all taxes imposed on the Participant with respect thereto, would be greater if no Excise Tax were imposed.

ARTICLE VI
MITIGATION AND OFFSET

          SECTION 6.01 Mitigation . 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.

          SECTION 6.02 Offset . If, after a Participant’s termination of employment with the Company Group, the Participant is employed by another entity or becomes self-employed, the amounts (if any) payable under the 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 the Plan.

ARTICLE VII
ATTORNEYS’ FEES FOR DISPUTED CLAIMS

          SECTION 7.01 General . If a Participant makes a Disputed Claim, the Company shall reimburse the Participant for Attorneys’ Fees; provided that the Participant enters into a repayment agreement with the Company, which shall require the Participant (i) to repay the Company for any reimbursements made pursuant to this Section 7.01 if the Participant does not obtain a Judgment or Award and (ii) to provide adequate security with respect to the amount subject to repayment under this Section 7.01. With respect to amounts subject to Section 409A, such reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the applicable Attorneys’ Fee expense was incurred, subject to the timely presentation to the Company in writing of any periodic statements for Attorneys’ Fees. Unless the Judgment or Award specifies whether it constitutes “all or substantially all of the amount sought,” such determination shall be made by the Plan Administrator in its sole and absolute discretion.

          SECTION 7.02 Change in Control . If a Disputed Claim is made with respect to a termination of employment occurring during a period beginning on the date of a Change in Control and ending 36 months thereafter, the Participant shall be entitled to reimbursement of Attorneys’ 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 in writing of any periodic statements for Attorneys’ Fees, but in no event later than the last day of the calendar year following the calendar year in which the applicable Attorneys’ Fees were incurred.

          SECTION 7.03 Six Month Period Prior to Change in Control . Without affecting the rights of a Participant under Section 7.01 of the Plan, a Participant shall be entitled to reimbursement of Attorneys’ Fees for a Disputed Claim in accordance with the terms of Section 7.02 of the Plan with respect to termination of employment occurring six months prior to a Change in Control, whether or not the Participant obtains a Judgment or Award; provided , however , that no reimbursement shall be made under this Section 7.03 in such case (i) unless and

until the Change in Control actually occurs or (ii) if reimbursement has been made under Section 7.01 of the Plan.

          SECTION 7.04 Section 409A . The reimbursements made to a Participant under this Article VII during any calendar year shall not affect the amounts eligible for reimbursement in any other calendar year. No reimbursement of Attorneys’ Fees made pursuant to this Article VII shall be paid to any Participant following the last day of the sixth year following the termination of the period described in Section 8.03 of the Plan.

ARTICLE VIII
CLAIMS PROCEDURE

          SECTION 8.01 Claims . In the event any person or his authorized representative (a “ Claimant ”) disputes the amount of, or his entitlement to, any benefits under the Plan or their method of payment, such Claimant shall file a claim in writing with, and on the form prescribed by, the Plan Administrator for the benefits to which he believes he is entitled, setting forth the reason for his claim. The Claimant shall have the opportunity to submit written comments, documents, records and other information relating to the claim and shall be provided, upon request and free of charge, reasonable access to and copies of all documents, records or other information relevant to the claim. The Plan Administrator shall consider the claim and within 90 days of receipt of such claim, unless special circumstances exist which require an extension of the time needed to process such claim, the Plan Administrator shall inform the Claimant of its decision with respect to the claim. In the event of special circumstances, the response period can be extended for an additional 90 days, as long as the Claimant receives written notice advising of the special circumstances and the date by which the Plan Administrator expects to make a determination (the “ Extension Notice” ) before the end of the initial 90-day response period indicating the reasons for the extension and the date by which a decision is expected to be made. If the Plan Administrator denies the claim, the Plan Administrator shall give to the Claimant (i) a written notice setting forth the specific reason or reasons for the denial of the claim, including references to the applicable provisions of the Plan, (ii) a description of any additional material or information necessary to perfect such claim along with an explanation of why such material or information is necessary, and (iii) appropriate information as to the Plan’s appeals procedures as set forth in Section 8.02 of the Plan.

          SECTION 8.02 Appeal of Denial . A Claimant whose claim is denied by the Plan Administrator and who wishes to appeal such denial must request a review of the Plan Administrator’s decision by filing a written request with the Committee for such review within 60 days after such claim is denied. Such written request for review shall contain all relevant comments, documents, records and additional information that the Claimant wishes the Committee to consider, without regard to whether such information was submitted or considered in the initial review of the claim by the Plan Administrator. In connection with that review, the Claimant may examine, and receive free of charge, copies of pertinent Plan documents and submit such written comments as may be appropriate. Written notice of the decision on review shall be furnished to the Claimant within 60 days after receipt by the Committee of a request for review. In the event of special circumstances which require an extension of the time needed for processing, the response period can be extended for an additional 60 days, as long as the

Claimant receives an Extension Notice. If the Committee denies the claim on review, notice of the Committee’s decision shall include (i) the specific reasons for the adverse determination, (ii) references to applicable Plan provisions, (iii) a statement that the Claimant is entitled to receive, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim and (iv) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination on a review and a description of the applicable limitations period under the Plan. The Claimant shall be notified no later than five days after a decision is made with respect to the appeal.

          SECTION 8.03 Statute of Limitations . A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 8.02 of the Plan or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

          SECTION 8.04 Change in Control. Notwithstanding any other provision of the Plan, the authority granted pursuant to Articles III, VII and VIII to the Plan Administrator and to persons making determinations on claims for benefits and reviews of claims shall, when exercised (i) during the period of 36 months following a Change in Control or (ii) with respect to any termination of employment that occurs during the period of 36 months following a Change in 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.

ARTICLE IX
BENEFICIARY DESIGNATION

          SECTION 9.01 Beneficiary Designation . Each Participant shall have the right, at any time, to designate any person, persons, entity or entities as his Beneficiary or Beneficiaries (both primary as well as contingent) to whom payment under the Plan shall be paid in the event of his death prior to complete distribution to the Participant of the benefits due him under the Plan.

          SECTION 9.02 Amendments . Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Company. The new Beneficiary designation form shall cancel all Beneficiary designations previously filed.

          SECTION 9.03 No Beneficiary Designation . If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then any amounts to be paid to the Participant’s Beneficiary shall be paid to the Participant’s estate.

          SECTION 9.04 Effect of Payment . The payment under this Article IX of the amounts due to a Participant under the Plan to a Beneficiary shall completely discharge the Company’s obligations in respect of the Participant under the Plan.

ARTICLE X
AMENDMENT AND TERMINATION OF PLAN

          SECTION 10.01 Amendment and Termination . (a) 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, by resolution of the Board or Committee or delegate thereof, 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 without the express written consent of the affected Participant (i) with respect to any termination of employment that occurred before such amendment or termination, or (ii) in all other cases, until 6 months have elapsed from the time of the amendment or termination. In addition, in no event shall the Plan be amended or terminated (x) during the period of 36 months following a Change in Control (the “ Protection Period ”), or (y) to the extent that it 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, or (z) with respect to a termination under Section 2.33(iii), in each case without the express written consent of the affected Participant. Notwithstanding the foregoing, except with respect to a termination of employment that occurs during the Protection Period, the Company shall have the right to terminate the Plan at any time following the Protection Period.

          (b) Except for the amendments made in accordance with Section 10.01(a) of the Plan, 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 Plan Administrator.

          SECTION 10.02 Section 409A . If, in the good faith judgment of the Plan Administrator, any provision of the Plan could otherwise cause any person to be subject to the interest and penalties imposed under Section 409A of the Code, such provision shall be modified by the Plan Administrator in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without causing the interest and penalties under Section 409A of the Code to apply, and, notwithstanding any provision in the Plan to the contrary, the Plan Administrator shall have broad authority to amend or to modify the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure that no payment or benefit under the Plan is subject to tax under Section 409A of the Code. Any determinations made by the Plan Administrator under this Section 10.02 shall be final, conclusive and binding on all persons.

ARTICLE XI
MISCELLANEOUS

          SECTION 11.01 Effect on Other Plans . Except as expressly provided in Article V of the Plan 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 the Participant’s rights and obligations under any other plan maintained by the Company on behalf of employees.

          SECTION 11.02 Unsecured General Creditor . Participants and their Beneficiaries shall have no legal or equitable rights, interest or claims in any property or assets of the Company. The assets of the Company shall not be held under any trust for the benefit of Participants or their Beneficiaries or held in any way as collateral security for the fulfilling of the obligations of the Company under the Plan. Any and all of the Company’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future.

          SECTION 11.03 Nonassignability . Each Participant’s rights under the 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, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be nonassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

          SECTION 11.04 Not a Contract of Employment . The terms and conditions of the Plan shall not be deemed to constitute a contract of employment with the Participant, and the Participant (or his Beneficiary) shall have no rights against the Company Group except as specifically provided herein. Moreover, nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Company Group or to interfere with the rights of the Company Group to discipline or discharge him at any time.

          SECTION 11.05 Binding Effect . The Plan shall be binding upon and shall inure to the benefit of the Participant or his Beneficiary, his heirs and legal representatives, and the Company.

          SECTION 11.06 Withholding; Payroll Taxes . To the extent required by the law in effect at the time payments are made, the Company shall withhold from made hereunder any taxes or other amounts required to be withheld for any federal, state or local government and other authorized deductions.

          SECTION 11.07 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 11.08 Effective Date . The Plan was initially effective as of January 28, 1987 (the “ Effective Date ”). This amendment and restatement is effective as of January 1, 2008.

          SECTION 11.09 Governing Law . The Plan shall be construed under the laws of the State of New York, to the extent not preempted by federal law.

          SECTION 11.10 Headings . 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 the Plan.

          SECTION 11.11 Rules of Construction . Any words herein used in the masculine shall be read and construed in the feminine where they would so apply. Words in the singular shall be read and construed as though used in the plural in all cases where they would so apply. All references to sections are, unless otherwise indicated, to sections of the Plan.

Exhibit 10.13

THE McGRAW-HILL COMPANIES, INC.

SENIOR EXECUTIVE SEVERANCE PLAN

(Amended and restated effective as of January 1, 2008)

THE McGRAW-HILL COMPANIES, INC.
SENIOR EXECUTIVE SEVERANCE PLAN

(Amended and restated effective as of January 1, 2008)

ARTICLE I
PURPOSE

          The purpose of the Plan is to provide senior executives who are in a position to contribute materially to the success of the Company Group with reasonable compensation in the event of their termination of employment with the Company Group. The Plan is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto.

ARTICLE II
DEFINITIONS

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

          SECTION 2.01 “ Adverse Change in Conditions of Employment ” means the occurrence of any of the following events:

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

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

provided , however , that the Participant shall notify the Company within 90 days of the occurrence of a change described in Sections 2.01(i) or (ii) above and the Company shall have 30 days to cure such change to the reasonable satisfaction of the Participant (including retroactively with respect to monetary matters), which change, to the extent so cured, shall not be considered an Adverse Change in Conditions of Employment.

          SECTION 2.02 “ Adverse Change in Conditions of Employment After a Change in Control ” means the occurrence of any of the following after a Change in Control:

     (i) The failure to pay base salary to the Participant at a monthly rate at least equal to the highest rate paid to the Participant at any time during or after the 24-month period prior to the Change in Control, except as the result of a Company-wide reduction in base salaries pursuant to which the Participant’s Monthly Base Salary is decreased less than 10%;

     (ii) The Participant’s annual incentive opportunity, taking into account all material factors such as targeted payment amounts and performance goals, is materially less favorable to the Participant than the most favorable such opportunity at any time during or after the 24-month period prior to the Change in Control;

     (iii) The Participant’s opportunity to earn long-term incentive payments, on the basis of the grant-date fair value of awards and taking into account vesting requirements and termination provisions of awards, is materially less favorable to the Participant than the most favorable such opportunity in effect at any time during or after the 24 months prior to the Change in Control;

     (iv) A material reduction by the Company in the aggregate value to the Participant of the pension and welfare benefit plans in which the Participant is eligible to participate;

     (v) The transfer of the Participant to a principal business location that increases by more than 35 miles the distance between the Participant’s principal business location and place of residence;

     (vi) Any adverse change in the Participant’s title or reporting relationship or adverse change by the Company in the Participant’s authority, functions, duties or responsibilities (other than which results solely from the Company ceasing to have a publicly traded class of common stock or the Participant no longer serving as the chief executive, or reporting to the chief executive, of an independent, publicly traded company as a result thereof), which change would cause the Participant’s position with the Company to become one of substantially less responsibility, importance or scope; or

     (vii) Any failure by a successor entity to the Company (including any entity that succeeds to the business or assets of the Company) to adopt the Plan;

provided , however , that the Participant shall notify the Company within 90 days of the facts and circumstances described in any of Sections 2.02(i) through (vii) above and the Company shall have 30 days to cure such facts and circumstances to the reasonable satisfaction of the Participant (including retroactively with respect to monetary matters), which facts and circumstances, to the extent so cured, shall not be considered an Adverse Change in Conditions of Employment After a Change in Control.

          SECTION 2.03 “ Annual Base Salary ” means a Participant’s highest rate of annual base salary during the 24-month period preceding the Participant’s termination of employment, 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.

          SECTION 2.04 “ Annual Target Bonus ” means a Participant’s highest, annual, target short-term incentive opportunity during the 24-month period preceding the Participant’s termination of employment.

          SECTION 2.05 “ Attorneys’ Fees ” means any reasonable attorneys’ fees and disbursements incurred in pursuing a Disputed Claim.

          SECTION 2.06 “ Beneficiary ” means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan. Any Participant’s Beneficiary designation shall be made in a written instrument filed with the Company and shall become effective only when received, accepted and acknowledged in writing by the Company.

          SECTION 2.07 “ Board ” means the Board of Directors of the Company.

          SECTION 2.08 “ Cause ” means the Participant’s misconduct in respect of the Participant’s obligations to the Company Group 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 Group; 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 2.09 “ Change in Control ” means the first to occur of any of the following events:

     (i) An acquisition by any 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 (the “ Outstanding Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding , however , the following: (1) any acquisition directly from the Company, 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 Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2.09; or

     (ii) A change in the composition of the Board such that the Directors who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , for purposes of this

Section 2.09, that any individual who becomes 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 those Directors who were members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such Director 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 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 Company (“ Corporate Transaction ”); excluding , however , such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding 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 Company or all or substantially all of the Company’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 Common Stock and Outstanding Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company 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 (C) 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 shareholders of the Company of a complete liquidation or dissolution of the Company.

          SECTION 2.10 “ Claimant ” has the meaning set forth in Section 8.01 of the Plan.

          SECTION 2.11 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.12 “ Commencement Date ” means the first day of the first regular payroll cycle coincident with or next following the date of the Participant’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code.

          SECTION 2.13 “ Committee ” has the meaning set forth in Section 3.01 of the Plan.

          SECTION 2.14 “ Common Stock ” means the common stock, $1.00 par value per share, of the Company.

          SECTION 2.15 “ Company ” means The McGraw-Hill Companies, Inc., a corporation organized under the laws of the State of New York, or any successor corporation.

          SECTION 2.16 “ Company Group ” means the Company and its Subsidiaries.

          SECTION 2.17 “ Director ” means an individual who is a member of the Board.

          SECTION 2.18 “ Disability ” means a Participant’s long-term disability pursuant to a determination of disability under the Company’s Long-Term Disability Plan.

          SECTION 2.19 “ Disputed Claim ” means a claim for payments under the Plan that is disputed by the Company.

          SECTION 2.20 “ Effective Date ” has the meaning set forth in Section 11.08 of the Plan.

          SECTION 2.21 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.22 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.23 “ Excise Tax ” has the meaning set forth in Section 5.06 of the Plan.

          SECTION 2.24 “ Extension Notice ” has the meaning set forth in Section 8.01 of the Plan.

          SECTION 2.25 “Long-Term Disability Plan ” means The McGraw-Hill Companies, Inc. Long-Term Disability Plan, as amended from time to time (or any successor plan).

          SECTION 2.26 “ Judgment or Award ” means 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 in a Disputed Claim.

          SECTION 2.27 “ Monthly Base Salary ” means a Participant’s Annual Base Salary, divided by 12.

          SECTION 2.28 “ Participant ” means each employee who participates in the Plan, as provided in Section 4.01 of the Plan.

          SECTION 2.29 “ Payment ” has the meaning set forth in Section 5.06 of the Plan.

          SECTION 2.30 “ Plan ” means The McGraw-Hill Companies, Inc. Senior Executive Severance Plan, as amended from time to time.

          SECTION 2.31 “ Plan Administrator ” has the meaning set forth in Section 3.01 of the Plan.

          SECTION 2.32 “ Protection Period ” has the meaning set forth in Section 10.01 of the Plan.

          SECTION 2.33 “ Qualified Termination of Employment ” means termination of the employment of a Participant with the Company Group (other than by reason of death, Disability, voluntary resignation by a Participant under circumstances not qualifying under this Section 2.33, or lawful Company-mandated retirement at normal retirement age) as follows:

     (i) By the Company for any reason other than for Cause,

     (ii) By the Participant after an Adverse Change in Conditions of Employment;

     (iii) By the Participant for any reason during the 30-day period following the first anniversary of a Change in Control (in the case of a Change in Control occurring prior to January 1, 2009); or

     (iv) By the Participant after an Adverse Change in Conditions of Employment After a Change in Control (in the case of a Change in Control occurring on or after January 1, 2009).

          SECTION 2.34 “ Release ” means a termination and release agreement in the form approved by the Plan Administrator, which shall, among other things, release the Company Group, and each of their respective directors, officers, employees, agents, successors and assigns, from any and all claims that the Participant has or may have against the Company Group and each of their respective directors, officers, employees, agents, successors and assigns, and the standard form of which shall not be modified after, in anticipation of, or at the request of any Person seeking to effect, a Change in Control, except to conform to changes in the requirements of applicable law.

          SECTION 2.35 “ Separation Pay ” has the meaning set forth in Section 5.01(a)(i) of the Plan.

          SECTION 2.36 “ Separation Period ” has the meaning set forth in Section 5.01(a)(i) of the Plan.

          SECTION 2.37 “ Separation Pay Plan ” means the Separation Pay Plan of The McGraw-Hill Companies, Inc., as amended from time to time (or any successor plan).

          SECTION 2.38 “ Specified Employee ” means a Participant who is a “specified employee” within the meaning of Section 409A(a)(2)(b)(i) of the Code.

          SECTION 2.39 “ Subsidiary ” means any subsidiary of the Company at least 20% of whose voting shares are owned directly or indirectly by the Company.

          SECTION 2.40 “ Supplemental Separation Pay ” has the meaning set forth in Section 5.01(a)(ii) of the Plan.

          SECTION 2.41 “ Supplemental Separation Period ” has the meaning set forth in Section 5.01(a)(ii) of the Plan.

ARTICLE III
ADMINISTRATION

          SECTION 3.01 Administration . The Plan shall be administered by the Executive Vice President, Human Resources of the Company (the “ Plan Administrator ”), who shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as he may deem necessary or desirable. Subject to Article VIII, decisions of the Plan Administrator shall be reviewable by the Compensation Committee of the Board (the “ Committee ”). Subject to Article VIII, the Committee shall also have the full authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan.

          SECTION 3.02 Binding Effect of Decisions . Subject to Article VIII, the decision or action of the Committee or Plan Administrator in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

          SECTION 3.03 Indemnification . To the fullest extent permitted by law, the Plan Administrator, the Committee and the Board (and each member thereof), and any employee of the Company Group to whom fiduciary responsibilities have been delegated shall be indemnified by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE IV
PARTICIPATION

          SECTION 4.01 Eligible Participants . Subject to the approval of the Committee, the Plan Administrator shall from time to time select Participants from among those employees who are in ECB 1 (or equivalent successor band) and who are determined by the Plan Administrator to be in a position to contribute materially to the success of the Company Group.

          SECTION 4.02 Participation Notification; Participation Agreement . 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 Committee 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 Committee, in its sole discretion.

          SECTION 4.03 Termination of Participation . 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 the 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 Group under circumstances not requiring payments under the terms of the Plan. In addition, a Participant shall cease to be a Participant in the Plan if, prior to the occurrence of a Qualified Termination of Employment or a Change in Control, there is an Adverse Change in Conditions of Employment to which the Participant fails to object in writing within 90 days and as a result of which the Participant is no longer in grade level ECB 1 (or equivalent successor band).

ARTICLE V
PAYMENTS UPON TERMINATION OF EMPLOYMENT

          SECTION 5.01 Separation Pay . (a) In the event of a Qualified Termination of Employment, the Participant shall be entitled to the following:

     (i) an amount of separation pay (the “ Separation Pay ”) equal to the Participant’s Monthly Base Salary for the number of months following the Participant’s Commencement Date (the “ Separation Period ”) equal to the number of full and partial years of the Participant’s continuous service with the Company Group, up to a maximum of 15 years, multiplied by 0.8, and payable over the Separation Period in accordance with the Company’s payroll practices in effect from time to time; provided that the Separation Pay shall not be less than six times such Monthly Base Salary and the Separation Period shall not be less than six months; provided , further , that, in the event of a Qualified Termination of Employment that takes place on or after a Change in Control occurring on or after January 1, 2009, the Participant’s Separation Pay shall equal the sum of the

Participant’s Annual Base Salary and Annual Target Bonus and the Participant’s Separation Period shall be 12 months.

     (ii) if, not later than the date and time specified by the Plan Administrator, the Participant delivers to the Company a signed and valid Release, a supplemental amount of separation pay (the “ Supplemental Separation Pay ”) equal and in addition to the amount of the Participant’s Separation Pay and payable following the Separation Period over the number of months in the Separation Period (the “ Supplemental Separation Period ”) in accordance with the Company’s payroll practices in effect from time to time; provided , however , that a Release shall not be deemed delivered by the Participant if it is revoked by the Participant during any applicable revocation period set forth in the Release; provided , further , that if the Participant has attained age 40 on the Commencement Date, then no Supplemental Separation Pay shall be paid to the Participant prior to the date that is 60 days following the Commencement Date and the Supplemental Separation Pay otherwise payable to the Participant prior to such date shall be paid to the Participant on or within 30 days after such date; and, provided , further , that if the Participant’s Separation Period and Supplemental Separation Period exceed a total period of 12 months, the Company shall pay to the Participant in a lump sum, on or within 30 days following the first anniversary of the Participant’s Commencement Date, the total amount of his Separation Pay and Supplemental Separation Pay in excess of 12 months.

     (iii) active participation in all Company-sponsored retirement, life, medical, dental, accidental death and disability insurance benefit plans or programs in which the Participant was participating at the time of his termination for the Separation Period and any Supplemental Separation Period, but only to the extent permitted by applicable law as determined by the Company and not otherwise provided under the terms of such plans and programs, 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 Code; provided that the Participant shall be responsible for any required payments for participation in such plans or programs; and, provided , further , that if the Participant’s Separation Period and Supplemental Separation Period exceed a total period of 12 months, the Participant shall be entitled to participate in such plans or programs for a maximum of 12 months and the Company shall pay to the Participant in a lump sum, on or with 30 days following the first anniversary of the Participant’s Commencement Date, the cash amount equal to 10% of the total amount of his Separation Pay and Supplemental Separation Pay in excess of 12 months.

          (b) The payments and benefits described in Section 5.01(a) of the Plan 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 Group, 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 the 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 the Plan.

          SECTION 5.02 Death . In the event a Participant dies after the commencement of payments pursuant to Section 5.01(a) of the Plan, the balance of said payments shall be payable in accordance with Article IX of the Plan.

          SECTION 5.03 Transfers . A Participant’s transfer to another employment location shall not by itself constitute an Adverse Change in Conditions of Employment; provided , however , that such an Adverse Change in Conditions of Employment shall be deemed to exist if, after a Change in 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 in Control by more than 35 miles.

          SECTION 5.04 Corporate Transactions . A Participant shall not receive any payments or benefits under the Plan in the event of a sale of the business unit of the Company Group 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 Group 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, the Participant shall be entitled to payments hereunder. A position shall not be deemed to be a “comparable position” for purposes of this Section 5.04 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 5.05 Specified Employees . With respect to amounts subject to Section 409A of the Code, notwithstanding the other provisions of this Article V, no payment to a Specified Employee under the Plan shall be made or commenced prior to the date that is six months following the Specified Employee’s Commencement Date; provided that amounts under the Plan that are otherwise payable to the Specified Employee prior to such date shall be paid to the Specified Employee on or within 30 days after such date.

          SECTION 5.06 Section 280G . In the event that any payment or benefit received or to be received by any Participant pursuant to the Plan or any other plan or arrangement with the Company (each, a “ Payment ”) would constitute an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, or would otherwise be subject to the excise tax imposed under Section 4999 of the Code, or any similar federal or state law (an “ Excise Tax ”), as determined by an independent certified public accounting firm selected by the Company, the amount of the Participant’s Separation Pay (and Supplemental Separation Pay, if any) shall be limited to the largest amount payable, if any, that would not result in the imposition of any Excise Tax to the Participant, but only if, notwithstanding such limitation, the total Payments, net of all taxes imposed on the Participant with respect thereto, would be greater if no Excise Tax were imposed.

ARTICLE VI
MITIGATION AND OFFSET

          SECTION 6.01 Mitigation . 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.

          SECTION 6.02 Offset . If, after a Participant’s termination of employment with the Company Group, the Participant is employed by another entity or becomes self-employed, the amounts (if any) payable under the 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 the Plan.

ARTICLE VII
ATTORNEYS’ FEES FOR DISPUTED CLAIMS

          SECTION 7.01 General . If a Participant makes a Disputed Claim, the Company shall reimburse the Participant for Attorneys’ Fees; provided that the Participant enters into a repayment agreement with the Company, which shall require the Participant (i) to repay the Company for any reimbursements made pursuant to this Section 7.01 if the Participant does not obtain a Judgment or Award and (ii) to provide adequate security with respect to the amount subject to repayment under this Section 7.01. With respect to amounts subject to Section 409A, such reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the applicable Attorneys’ Fee expense was incurred, subject to the timely presentation to the Company in writing of any periodic statements for Attorneys’ Fees. Unless the Judgment or Award specifies whether it constitutes “all or substantially all of the amount sought,” such determination shall be made by the Plan Administrator in its sole and absolute discretion.

          SECTION 7.02 Change in Control . If a Disputed Claim is made with respect to a termination of employment occurring during a period beginning on the date of a Change in Control and ending 36 months thereafter, the Participant shall be entitled to reimbursement of Attorneys’ 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 in writing of any periodic statements for Attorneys’ Fees, but in no event later than the last day of the calendar year following the calendar year in which the applicable Attorneys’ Fees were incurred.

          SECTION 7.03 Six Month Period Prior to Change in Control . Without affecting the rights of a Participant under Section 7.01 of the Plan, a Participant shall be entitled to reimbursement of Attorneys’ Fees for a Disputed Claim in accordance with the terms of Section 7.02 of the Plan with respect to termination of employment occurring six months prior to a Change in Control, whether or not the Participant obtains a Judgment or Award; provided , however , that no reimbursement shall be made under this Section 7.03 in such case (i) unless and

until the Change in Control actually occurs or (ii) if reimbursement has been made under Section 7.01 of the Plan.

          SECTION 7.04 Section 409A . The reimbursements made to a Participant under this Article VII during any calendar year shall not affect the amounts eligible for reimbursement in any other calendar year. No reimbursement of Attorneys’ Fees made pursuant to this Article VII shall be paid to any Participant following the last day of the sixth year following the termination of the period described in Section 8.03 of the Plan.

ARTICLE VIII
CLAIMS PROCEDURE

          SECTION 8.01 Claims . In the event any person or his authorized representative (a “ Claimant ”) disputes the amount of, or his entitlement to, any benefits under the Plan or their method of payment, such Claimant shall file a claim in writing with, and on the form prescribed by, the Plan Administrator for the benefits to which he believes he is entitled, setting forth the reason for his claim. The Claimant shall have the opportunity to submit written comments, documents, records and other information relating to the claim and shall be provided, upon request and free of charge, reasonable access to and copies of all documents, records or other information relevant to the claim. The Plan Administrator shall consider the claim and within 90 days of receipt of such claim, unless special circumstances exist which require an extension of the time needed to process such claim, the Plan Administrator shall inform the Claimant of its decision with respect to the claim. In the event of special circumstances, the response period can be extended for an additional 90 days, as long as the Claimant receives written notice advising of the special circumstances and the date by which the Plan Administrator expects to make a determination (the “ Extension Notice" ) before the end of the initial 90-day response period indicating the reasons for the extension and the date by which a decision is expected to be made. If the Plan Administrator denies the claim, the Plan Administrator shall give to the Claimant (i) a written notice setting forth the specific reason or reasons for the denial of the claim, including references to the applicable provisions of the Plan, (ii) a description of any additional material or information necessary to perfect such claim along with an explanation of why such material or information is necessary, and (iii) appropriate information as to the Plan’s appeals procedures as set forth in Section 8.02 of the Plan.

          SECTION 8.02 Appeal of Denial . A Claimant whose claim is denied by the Plan Administrator and who wishes to appeal such denial must request a review of the Plan Administrator’s decision by filing a written request with the Committee for such review within 60 days after such claim is denied. Such written request for review shall contain all relevant comments, documents, records and additional information that the Claimant wishes the Committee to consider, without regard to whether such information was submitted or considered in the initial review of the claim by the Plan Administrator. In connection with that review, the Claimant may examine, and receive free of charge, copies of pertinent Plan documents and submit such written comments as may be appropriate. Written notice of the decision on review shall be furnished to the Claimant within 60 days after receipt by the Committee of a request for review. In the event of special circumstances which require an extension of the time needed for processing, the response period can be extended for an additional 60 days, as long as the

Claimant receives an Extension Notice. If the Committee denies the claim on review, notice of the Committee’s decision shall include (i) the specific reasons for the adverse determination, (ii) references to applicable Plan provisions, (iii) a statement that the Claimant is entitled to receive, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim and (iv) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination on a review and a description of the applicable limitations period under the Plan. The Claimant shall be notified no later than five days after a decision is made with respect to the appeal.

          SECTION 8.03 Statute of Limitations . A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 8.02 of the Plan or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

          SECTION 8.04 Change in Control. Notwithstanding any other provision of the Plan, the authority granted pursuant to Articles III, VII and VIII to the Plan Administrator and to persons making determinations on claims for benefits and reviews of claims shall, when exercised (i) during the period of 36 months following a Change in Control or (ii) with respect to any termination of employment that occurs during the period of 36 months following a Change in 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.

ARTICLE IX
BENEFICIARY DESIGNATION

          SECTION 9.01 Beneficiary Designation . Each Participant shall have the right, at any time, to designate any person, persons, entity or entities as his Beneficiary or Beneficiaries (both primary as well as contingent) to whom payment under the Plan shall be paid in the event of his death prior to complete distribution to the Participant of the benefits due him under the Plan.

          SECTION 9.02 Amendments . Any Beneficiary designation may be changed by a Participant by the written filing of such change on a form prescribed by the Company. The new Beneficiary designation form shall cancel all Beneficiary designations previously filed.

          SECTION 9.03 No Beneficiary Designation . If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant, then any amounts to be paid to the Participant’s Beneficiary shall be paid to the Participant’s estate.

          SECTION 9.04 Effect of Payment . The payment under this Article IX of the amounts due to a Participant under the Plan to a Beneficiary shall completely discharge the Company’s obligations in respect of the Participant under the Plan.

ARTICLE X
AMENDMENT AND TERMINATION OF PLAN

          SECTION 10.01 Amendment and Termination . (a) 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, by resolution of the Board or Committee or delegate thereof, 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 without the express written consent of the affected Participant (i) with respect to any termination of employment that occurred before such amendment or termination, or (ii) in all other cases, until 6 months have elapsed from the time of the amendment or termination. In addition, in no event shall the Plan be amended or terminated (x) during the period of 36 months following a Change in Control (the “ Protection Period ”), or (y) to the extent that it 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, or (z) with respect to a termination under Section 2.33(iii), in each case without the express written consent of the affected Participant. Notwithstanding the foregoing, except with respect to a termination of employment that occurs during the Protection Period, the Company shall have the right to terminate the Plan at any time following the Protection Period.

          (b) Except for the amendments made in accordance with Section 10.01(a) of the Plan, 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 Plan Administrator.

          SECTION 10.02 Section 409A . If, in the good faith judgment of the Plan Administrator, any provision of the Plan could otherwise cause any person to be subject to the interest and penalties imposed under Section 409A of the Code, such provision shall be modified by the Plan Administrator in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without causing the interest and penalties under Section 409A of the Code to apply, and, notwithstanding any provision in the Plan to the contrary, the Plan Administrator shall have broad authority to amend or to modify the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure that no payment or benefit under the Plan is subject to tax under Section 409A of the Code. Any determinations made by the Plan Administrator under this Section 10.02 shall be final, conclusive and binding on all persons.

ARTICLE XI
MISCELLANEOUS

          SECTION 11.01 Effect on Other Plans . Except as expressly provided in Article V of the Plan 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 the Participant’s rights and obligations under any other plan maintained by the Company on behalf of employees.

          SECTION 11.02 Unsecured General Creditor . Participants and their Beneficiaries shall have no legal or equitable rights, interest or claims in any property or assets of the Company. The assets of the Company shall not be held under any trust for the benefit of Participants or their Beneficiaries or held in any way as collateral security for the fulfilling of the obligations of the Company under the Plan. Any and all of the Company’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future.

          SECTION 11.03 Nonassignability . Each Participant’s rights under the 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, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be nonassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

          SECTION 11.04 Not a Contract of Employment . The terms and conditions of the Plan shall not be deemed to constitute a contract of employment with the Participant, and the Participant (or his Beneficiary) shall have no rights against the Company Group except as specifically provided herein. Moreover, nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Company Group or to interfere with the rights of the Company Group to discipline or discharge him at any time.

          SECTION 11.05 Binding Effect . The Plan shall be binding upon and shall inure to the benefit of the Participant or his Beneficiary, his heirs and legal representatives, and the Company.

          SECTION 11.06 Withholding; Payroll Taxes . To the extent required by the law in effect at the time payments are made, the Company shall withhold from payments made hereunder any taxes or other amounts required to be withheld for any federal, state or local government and other authorized deductions.

          SECTION 11.07 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 11.08 Effective Date . The Plan was initially effective as of January 28, 1987 (the “ Effective Date ”). This amendment and restatement is effective as of January 1, 2008.

          SECTION 11.09 Governing Law . The Plan shall be construed under the laws of the State of New York, to the extent not preempted by federal law.

          SECTION 11.10 Headings . 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 the Plan.

          SECTION 11.11 Rules of Construction . Any words herein used in the masculine shall be read and construed in the feminine where they would so apply. Words in the singular shall be read and construed as though used in the plural in all cases where they would so apply. All references to sections are, unless otherwise indicated, to sections of the Plan.

Exhibit 10.15

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

(Amended and restated effective as of January 1, 2008, unless otherwise provided)

ARTICLE I
PURPOSE

          The principal purpose of the Plan is to provide selected employees of the Employer, with retirement benefits which would have been provided under the ERP (a) were it not for the limitations imposed by Sections 401(a)(17) and 415 of 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 Broadcasting ERIP Supplement was merged into the Plan and any benefits due to participants in the Broadcasting ERIP Supplement shall be paid from the Plan.

ARTICLE II
DEFINITIONS

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

           SECTION 2.01 “ Accounting Date ” has the meaning set forth in the ERIP.

           SECTION 2.02 “ Actuarial Equivalent ” has the meaning given such term in Section II of the ERP.

           SECTION 2.03 “ Appeal Reviewer ” has the meaning set forth in the ERP.

           SECTION 2.04 “ Beneficiary ” has the meaning set forth in the ERP.

           SECTION 2.05 “ Benefit ” means the benefit payable to a Participant or his Beneficiary under Article V of the Plan.

           SECTION 2.06 “ Board ” means the Board of Directors of the Company.

           SECTION 2.07 “ Broadcasting ERIP Supplement ” means The McGraw-Hill Broadcasting Company, Inc. Employee Retirement Income Plan Supplement.

           SECTION 2.08 “ Broadcasting Participant ” means a Participant who was a participant in the Broadcasting ERIP Supplement on December 31, 2003.

           SECTION 2.09 “ Change in Control ” means the first to occur of any of the following events:

      (i) An acquisition by any 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 (the “ Outstanding Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding , however , the following: (1) any acquisition directly from the Company, 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 Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2.09; or

     (ii) A change in the composition of the Board such that the Directors who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the “ Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided , however , for purposes of this Section 2.09, that any individual who becomes 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 those Directors who were members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such Director 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 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 Company (“ Corporate Transaction ”); excluding , however , such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding 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 Company or all or substantially all of the Company’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 Common Stock and Outstanding Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of

the Company 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 (C) 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 shareholders of the Company of a complete liquidation or dissolution of the Company.

           SECTION 2.10 “ Claimant ” has the meaning set forth in Section 6.01 of the Plan.

           SECTION 2.11 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

           SECTION 2.12 “ Committee ” means the Compensation Committee of the Board.

           SECTION 2.13 " Common Stock ” means the common stock, $1.00 par value per share, of the Company.

           SECTION 2.14 “ Company ” means The McGraw-Hill Companies, Inc., a corporation organized under the laws of the State of New York, or any successor corporation.

           SECTION 2.15 “ Continuous Service ” has the meaning set forth in the ERP.

           SECTION 2.16 “ Director ” means an individual who is a member of the Board.

          SECTION 2.17 “ Dollar Income ” has the meaning set forth in the ERIP.

           SECTION 2.18 “ Earnings ” for purposes of Section 5.01(c) of the Plan has the meaning set forth in the ERIP. All other references to “ Earnings ” in the Plan mean 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 401(k) Savings and Profit Sharing Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries, the Transportation Benefit Program and similar plans of the Company’s subsidiaries. For purposes of the Plan, “ Earnings ” excludes all other executive contingent compensation.

           SECTION 2.19 “ Effective Date ” means the date set forth in Section 8.08 of the Plan.

           SECTION 2.20 “ Employee ” has the meaning set forth in the ERP.

           SECTION 2.21 “ Employer ” means the Company and its subsidiaries.

           SECTION 2.22 “ Employment Termination Date ” means the date of a Participant’s “separation from service” from the Company, as defined in Section 409A(a)(2)(A)(i) of the Code.

           SECTION 2.23 “ ERIP ” means the Employee Retirement Income Plan of McGraw-Hill Broadcasting Company, Inc. and Its Subsidiaries as in effect on December 31, 2003.

           SECTION 2.24 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

           SECTION 2.25 “ ERP ” means the Employee Retirement Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries.

           SECTION 2.26 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

           SECTION 2.27 “ Extension Notice ” has the meaning set forth in Section 6.01 of the Plan.

           SECTION 2.28 “ Key Executive Plan ” means The McGraw-Hill Companies, Inc. Key Executive Short-Term Incentive Deferred Compensation Plan, as amended from time to time, or successor programs thereto.

           SECTION 2.29 “ Participant ” means an Employee of an Employer who has been selected to participate in the Plan, as provided in Article IV, and includes a Severance Plan Participant.

           SECTION 2.30 “ Plan ” means The McGraw-Hill Companies, Inc. Employee Retirement Plan Supplement, as amended from time to time.

           SECTION 2.31 “ Plan Administrator ” has the meaning set forth in the ERP.

           SECTION 2.32 “ Retirement Benefit ” has the meaning set forth in the ERP.

           SECTION 2.33 “ Unit ” has the meaning set forth in the ERIP.

           SECTION 2.34 “ Units of Variable Income ” has the meaning set forth in the ERIP.

           SECTION 2.35 “ Severance Plan ” means The McGraw-Hill Companies, Inc. Management Severance Plan, The McGraw-Hill Companies, Inc. Executive Severance Plan or The McGraw-Hill Companies, Inc. Senior Executive Severance Plan, as amended from time to time, or successor programs thereto.

           SECTION 2.36 “ Severance Plan Earnings ” means the total amount of salary continuation payments paid to a Severance Plan Participant under a Severance Plan (excluding any amount paid in a lump sum in lieu of salary continuation).

           SECTION 2.37 “ 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 a Severance Plan (and who is not paid a single lump sum payment in lieu thereof).

           SECTION 2.38 “ Specified Employee ” means a Participant who is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code.

           SECTION 2.39 “ Stable Assets Fund Rate ” means the annual rate of return of the SPSP Stable Assets Fund, within the meaning of such term under The 401(k) Savings and Profit Sharing Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries.

ARTICLE III
ADMINISTRATION

           SECTION 3.01 Administration . The Plan shall be administered by the Plan Administrator, who shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as he may deem necessary or desirable. Subject to Article VI of the Plan, decisions of the Plan Administrator shall be reviewable by the Appeal Reviewer and the Committee. Subject to Article VI of the Plan, the Appeal Reviewer and the Committee shall also have the full authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan.

           SECTION 3.02 Binding Effect of Decisions . Subject to Article VI of the Plan, the decision or action of the Appeal Reviewer, Plan Administrator or Committee in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

           SECTION 3.03 Indemnification . To the fullest extent permitted by law, the Appeal Reviewer, the Plan Administrator, the Committee and the Board (and each member thereof), and any employee of the Employer to whom fiduciary responsibilities have been delegated shall be indemnified by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE IV
PARTICIPATION

           SECTION 4.01 Continuing Participants . Any individual who was a Participant in the Plan immediately prior to the effective date of this amendment and restatement shall continue to be a Participant on such date, subject to the terms and provisions of the Plan.

           SECTION 4.02 New Participants . Any Employee of the Employer (other than a Participant described in Section 4.01 of the Plan) who is selected by the Committee to be eligible to participate in the Plan shall become a Participant as of the first day of the month coinciding with or next following his selection.

ARTICLE V
BENEFITS

           SECTION 5.01 Basic Benefit . (a) Except as provided in Section 5.01(c) of the Plan, 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 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 Key-Executive 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 that 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 years of Continuous Service, and (B) whose attained age in whole years and whole months, plus years of Continuous Service, equals 60 or more, the applicable percentage is 1.4%.

          (c) A Broadcasting 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 1% of the sum of (1) the Participant’s Earnings for such year in excess of the 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 Plan, 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.

     (ii) 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.

     (iii) 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.

           SECTION 5.02 Additional Benefits . In addition to the Benefit under Section 5.01 of the Plan, a Participant will be eligible to receive the following Benefits:

          (a) In the event that any Retirement Benefit payable to a Participant under the ERP is limited by Section 415 of the Code (or any successor provision thereto) or any provision of the 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 the ERP if Section 415 of the Code (or any successor provision thereto) or any such implementing retirement plan provision were disregarded, and (ii) the benefit which the Participant is entitled to receive under the provisions of the 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 the ERP had the Participant continued to earn credit under the 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 the ERP.

           SECTION 5.03 Payment of Benefits . (a) Subject to the other provisions of this Section 5.03 and Section 5.04 of the Plan, and except as would violate the requirements of Sections 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code, the Benefits provided by this Article V shall be paid to a Participant in accordance with the following:

     (i) The Benefits shall be paid as a single-life annuity or, if different, in the form of actuarially equivalent life annuity elected by the Participant, subject to and in accordance with the procedures prescribed by the Plan Administrator from time to time.

     (ii) The Benefits shall be paid commencing on the first day of the calendar month following the later of (A) the first anniversary of the Participant’s Employment Termination Date and (B) as the case may be, the Participant’s attaining (1) age 62, if the Participant completed ten years of Continuous Service and is not due a benefit under the ERIP, or (2) age 65.

The Benefits provided by this Article V shall be paid in accordance with the foregoing to a Participant’s Beneficiary in the event of the death of the Participant, if such Beneficiary is entitled to benefits under the provisions of the ERP.

          (b) Notwithstanding anything contained herein to the contrary, a Participant who does not have five years of Continuous Service under ERP when he ceases to be an employee of the Employer or ceases to have any salary continuation installment due under a Severance Plan, if later, shall forfeit the Benefits provided by this Article V, unless his Employment Termination Date occurs on or after his 65 ^th birthday or his death.

          (c) If the lump-sum Actuarial Equivalent of the Benefits provided to a Participant by this Article V (other than a Participant who is a Specified Employee) or to a Participant’s Beneficiary, determined using the interest rate for lump sums under the ERP, is equal to or less than $10,000 as of the Participant’s Employment Termination Date or, in the case of a Beneficiary, at the time the Benefit is payable to the Beneficiary under the Plan, such amount will be paid to the Participant or Beneficiary in a lump sum as soon as practicable thereafter, but, in the case of a Participant, in no event later than December 31 of the calendar year in which occurs the Participant’s Employment Termination Date or, if later, the date which is two and one-half months following the Participant’s Employment Termination Date.

          (d) In the event that, in accordance with Section 5.03(a)(ii), the payment of Benefits commences on a date that is later than the first day of the calendar month following the later of (A) the Participant’s Employment Termination Date and (B) as the case may be, the Participant’s attaining (1) age 62, if the Participant completed ten years of Continuous Service and is not due a benefit under the ERIP, or (2) age 65, then the Participant (or the Participant’s Beneficiary) shall be paid interest at the Stable Assets Fund Rate for the period commencing on such date and ending on the date on which the payment of Benefits commences in accordance with Section 5.03(a)(ii).

           SECTION 5.04 Payment of Benefits in Event of Change in Control . In lieu of the Benefits payable under Sections 5.01 through 5.03 of the Plan, in the event of a Change in Control that is also a “change in control event” within the meaning of Section 409A(a)(2)(A)(v) of the Code, (i) each Participant or Beneficiary who is then receiving Benefits shall be paid immediately upon such Change in Control a lump-sum payment equal to the Actuarial Equivalent of such Benefits measured as of the date of such Change in Control; (ii) each other Participant who is not a member of The McGraw-Hill Companies, Inc. Senior Executive Supplemental Death, Disability & Retirement Benefits Plan shall be paid immediately upon such Change in Control a lump-sum payment equal to the Actuarial Equivalent of the Benefits to which that Participant is entitled under Sections 5.01 and 5.02 of the Plan as of the date of such Change in Control.

ARTICLE VI
CLAIMS PROCEDURE

           SECTION 6.01 Claims . In the event any person or his authorized representative (a “ Claimant ”) disputes the amount of, or his entitlement to, any benefits under the Plan or their

method of payment, such Claimant shall file a claim in writing with, and on the form prescribed by, the Plan Administrator for the benefits to which he believes he is entitled, setting forth the reason for his claim. The Claimant shall have the opportunity to submit written comments, documents, records and other information relating to the claim and shall be provided, upon request and free of charge, reasonable access to and copies of all documents, records or other information relevant to the claim. The Plan Administrator shall consider the claim and within 90 days of receipt of such claim, unless special circumstances exist which require an extension of the time needed to process such claim, the Plan Administrator shall inform the Claimant of its decision with respect to the claim. In the event of special circumstances, the response period can be extended for an additional 90 days, as long as the Claimant receives written notice advising of the special circumstances and the date by which the Plan Administrator expects to make a determination (the “ Extension Notice” ) before the end of the initial 90-day response period indicating the reasons for the extension and the date by which a decision is expected to be made. If the Plan Administrator denies the claim, the Plan Administrator shall give to the Claimant (i) a written notice setting forth the specific reason or reasons for the denial of the claim, including references to the applicable provisions of the Plan, (ii) a description of any additional material or information necessary to perfect such claim along with an explanation of why such material or information is necessary, and (iii) appropriate information as to the Plan’s appeals procedures as set forth in Section 6.02 of the Plan.

           SECTION 6.02 Appeal of Denial . A Claimant whose claim is denied by the Plan Administrator and who wishes to appeal such denial must request a review of the Plan Administrator’s decision by filing a written request with the Appeal Reviewer for such review within 60 days after such claim is denied. Such written request for review shall contain all relevant comments, documents, records and additional information that the Claimant wishes the Appeal Reviewer to consider, without regard to whether such information was submitted or considered in the initial review of the claim by the Plan Administrator. In connection with that review, the Claimant may examine, and receive free of charge, copies of pertinent Plan documents and submit such written comments as may be appropriate. Written notice of the decision on review shall be furnished to the Claimant within 60 days after receipt by the Appeal Reviewer of a request for review. In the event of special circumstances which require an extension of the time needed for processing, the response period can be extended for an additional 60 days, as long as the Claimant receives an Extension Notice. If the Appeal Reviewer denies the claim on review, notice of the Appeal Reviewer’s decision shall include (i) the specific reasons for the adverse determination, (ii) references to applicable Plan provisions, (iii) a statement that the Claimant is entitled to receive, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim and (iv) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination on a review and a description of the applicable limitations period under the Plan. The Claimant shall be notified no later than five days after a decision is made with respect to the appeal.

           SECTION 6.03 Statute of Limitations . A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 6.02 of the Plan or lose any rights to

bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

ARTICLE VII
AMENDMENT AND TERMINATION OF PLAN

           SECTION 7.01 Amendment and Termination . The Board or the Committee or any delegate thereof may cause the Plan to be amended at any time and from time to time, prospectively or retroactively, and the Board may terminate the Plan in its entirety at any time; provided , however , that no amendment to the Plan may be made by the Committee that materially increases benefits to Participants. In addition, the Board may terminate the Plan in its entirety at any time and, in connection with any such termination, may pay to each Participant or Beneficiary his Benefits under the Plan, subject to and in accordance with the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix) (or any successor provision thereto). Notwithstanding the foregoing provisions of this Section 7.01, subject to the provisions of Section 7.02 of the Plan, 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. In addition, after a Change in Control, the definition of “ Actuarial Equivalent ” in Section 2.02 may not be amended.

           SECTION 7.02 Section 409A . The Plan is intended to meet the requirements of Section 409A of the Code and shall be interpreted and construed consistent with such intent. If, in the good faith judgment of the Committee, any provision of the Plan could otherwise cause any person to be subject to the interest and penalties imposed under Section 409A of the Code, such provision shall be modified by the Committee in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without causing the interest and penalties under Section 409A of the Code to apply, and, notwithstanding any provision in the Plan to the contrary, the Committee shall have broad authority to amend or to modify the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure that no Benefits are subject to tax under Section 409A of the Code. Any determinations made by the Committee under this Section 7.02 shall be final, conclusive and binding on all persons.

ARTICLE VIII
MISCELLANEOUS

           SECTION 8.01 Unsecured General Creditor . The Plan is an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA, and shall be construed and administered accordingly. Participants and their Beneficiaries shall have no legal or equitable rights, interest or claims in any property or assets of the Employer. The assets of the Employer shall not be held under any trust for the benefit of Participants or their Beneficiaries or held in any way as collateral security for the fulfilling of the obligations of the Employer under the Plan. Any and all of the Employer’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Employer. The

Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the future.

           SECTION 8.02 Nonassignability . Each Participant’s rights under the Plan shall be nontransferable except by will or by the laws of descent and distribution and except insofar as applicable law may otherwise required. Subject to the foregoing, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be nonassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

           SECTION 8.03 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, and shall be determined by the Appeal Reviewer in his sole discretion.

           SECTION 8.04 Not a Contract of Employment . The terms and conditions of the Plan shall not be deemed to constitute a contract of employment with the Participant, and the Participant (or his Beneficiary) shall have no rights against the Employer except as specifically provided herein. Moreover, nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Employer or to interfere with the rights of the Employer to discipline or discharge him at any time.

           SECTION 8.05 Binding Effect . The Plan shall be binding upon and shall inure to the benefit of the Participant or his Beneficiary, his heirs and legal representatives, and the Employer.

           SECTION 8.06 Withholding . To the extent required by the law in effect at the time payments are made, the Employer shall withhold from payments made hereunder any taxes or other amounts required to be withheld for any federal, state or local government and other authorized deductions.

           SECTION 8.07 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 8.08 Effective Date . The Plan initially was effective as of December 1, 1989 (the “ Effective Date ”). This amendment and restatement is effective as of January 1, 2008.

           SECTION 8.09 Governing Law . The Plan shall be construed under the laws of the State of New York, to the extent not preempted by federal law.

           SECTION 8.10 Headings . 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 the Plan.

           SECTION 8.11 Rules of Construction . Any words herein used in the masculine shall be read and construed in the feminine where they would so apply. Words in the singular shall be read and construed as though used in the plural in all cases where they would so apply. All references to sections are, unless otherwise indicated, to sections of the Plan.

Exhibit 10.16

THE McGRAW-HILL COMPANIES, INC.
401(k) SAVINGS AND PROFIT SHARING PLAN SUPPLEMENT

(Effective as of January 1, 2008, unless otherwise provided)

ARTICLE I
PURPOSE

          The principal purpose of the Plan is to provide selected employees of the Employer with retirement benefits which would have been provided as profit sharing and matching contributions under the SPSP (a) were it not for the limitations imposed by Sections 401(a)(17), 401(k) and 415 of 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 Broadcasting EIP Supplement was merged into the McGraw-Hill SIP Supplement and the Broadcasting ERIP Supplement was merged into the McGraw-Hill ERAP Supplement, and, effective as of the Effective Date, the McGraw-Hill SIP Supplement, the McGraw-Hill ERAP Supplement, the S&P SIP Supplement and the S&P ERAP Supplement shall be merged into the Plan, and any benefits due to participants in the Broadcasting EIP Supplement, Broadcasting ERIP Supplement, McGraw-Hill SIP Supplement, McGraw-Hill ERAP Supplement, S&P SIP Supplement and S&P ERAP Supplement shall be paid from the Plan.

ARTICLE II
DEFINITIONS

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

           SECTION 2.01 “ Account ” means the Matching Contribution Account or Profit Sharing Account established for each Participant under the Plan.

           SECTION 2.02 “ Appeal Reviewer ” has the meaning set forth in the SPSP.

           SECTION 2.03 “ Benefit ” means the benefit payable to a Participant or his Designated Beneficiary under Article V of the Plan.

           SECTION 2.04 “ Board ” means the Board of Directors of the Company.

           SECTION 2.05 “ Broadcasting EIP Supplement ” means The McGraw-Hill Broadcasting Company, Inc. Employees’ Investment Plan Supplement.

           SECTION 2.06 “ Broadcasting ERIP Supplement ” means The McGraw-Hill Broadcasting Company, Inc. Employee Retirement Income Plan Supplement.

           SECTION 2.07 “ Change in Control ” means the first to occur of any of the following events:

     (i) An acquisition by any 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 (the “ Outstanding Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding, however, the following: (1) any acquisition directly from the Company, 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 Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2.07; or

     (ii) A change in the composition of the Board such that the Directors who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 2.07, that any individual who becomes 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 those Directors who were members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such Director 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 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 Company (“ Corporate Transaction ”); excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding 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 Company or all or substantially all of the Company’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 Common Stock and Outstanding Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company 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 (C) 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 shareholders of the Company of a complete liquidation or dissolution of the Company.

           SECTION 2.08 “ Claimant ” has the meaning set forth in Section 6.01 of the Plan.

           SECTION 2.09 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

           SECTION 2.10 “ Committee ” means the Compensation Committee of the Board.

           SECTION 2.11 “ Common Stock ” means the common stock, $1.00 par value per share, of the Company.

           SECTION 2.12 “ Company ” means The McGraw-Hill Companies, Inc., a corporation organized under the laws of the State of New York, or any successor corporation.

           SECTION 2.13 “ Designated Beneficiary ” has the meaning set forth in the SPSP.

           SECTION 2.14 “ Director ” means an individual who is a member of the Board.

           SECTION 2.15 “ Earnings ” means all compensation paid by the Employer to a Participant 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, SPSP, the Transportation Benefit Program and similar plans of the Company’s subsidiaries. For purposes of the Plan, “ Earnings ” excludes all other executive contingent compensation.

           SECTION 2.16 “ Effective Date ” has the meaning set forth in Section 8.08 of the Plan.

           SECTION 2.17 “ Election Effective Date ” means (i) for each taxable year, January 1 of such year, and (ii) for the taxable year in which the Participant commences employment with the Employer, the date that is 30 days following the commencement thereof.

           SECTION 2.18 “ Employer ” means the Company and its subsidiaries.

           SECTION 2.19 “ Employment Termination Date ” means the date of a Participant’s “separation from service” from the Company, as defined in Section409A(a)(2)(A)(i) of the Code.

           SECTION 2.20 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

           SECTION 2.21 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

           SECTION 2.22 “ Extension Notice ” has the meaning set forth in Section 6.01 of the Plan.

           SECTION 2.23 “ Key Executive Plan ” means The McGraw-Hill Companies, Inc. Key Executive Short-Term Incentive Deferred Compensation Plan, as amended from time to time, or successor programs thereto.

           SECTION 2.24 “ Matching Contribution Account ” means the matching contribution account established for each Participant under the Plan.

           SECTION 2.25 “ McGraw-Hill ERAP Supplement ” means The McGraw-Hill Companies, Inc. Employee Retirement Account Plan Supplement.

           SECTION 2.26 “ McGraw-Hill SIP Supplement ” means The McGraw-Hill Companies, Inc. Savings Incentive Plan Supplement.

           SECTION 2.27 “ Participant ” means each employee who participates in the Plan, as provided in Article IV of the Plan, and includes a Severance Plan Participant.

           SECTION 2.28 “ Plan ” means The McGraw-Hill Companies, Inc. 401(k) Savings and Profit Sharing Plan Supplement, as amended from time to time.

           SECTION 2.29 “ Plan Administrator ” has the meaning set forth in the SPSP.

           SECTION 2.30 “ Profit Sharing Account ” means the profit sharing account established for each Participant under the Plan.

           SECTION 2.31 “ Severance Plan ” means The McGraw-Hill Companies, Inc. Management Severance Plan, The McGraw-Hill Companies, Inc. Executive Severance Plan or The McGraw-Hill Companies, Inc. Senior Executive Severance Plan, as amended from time to time, or successor programs thereto.

           SECTION 2.32 “ Severance Plan Earnings ” means the total amount of salary continuation payments paid to a Severance Plan Participant under a Severance Plan (excluding any amount paid in a lump sum in lieu of salary continuation).

           SECTION 2.33 “ 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 a Severance Plan (and who is not paid a single lump sum payment in lieu thereof).

           SECTION 2.34 “ SPSP ” means The 401(k) Savings and Profit Sharing Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries.

           SECTION 2.35 “ SPSP Stable Assets Fund ” has the meaning set forth in the SPSP.

           SECTION 2.36 “ S&P ERAP Supplement ” means the Standard & Poor’s Employee Retirement Account Plan Supplement.

           SECTION 2.37 “ S&P SIP Supplement ” means the Standard & Poor’s’ Savings Incentive Plan Supplement.

           SECTION 2.38 “ Tax-Deferred Contributions ” has the meaning set forth in the SPSP.

           SECTION 2.39 “ Vested Percentage ” has the meaning set forth in Section 5.04(b) of the Plan.

ARTICLE III
ADMINISTRATION

           SECTION 3.01 Administration . The Plan shall be administered by the Plan Administrator, who shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as he may deem necessary or desirable. Subject to Article VI of the Plan, decisions of the Plan Administrator shall be reviewable by the Appeal Reviewer and the Committee. Subject to Article VI of the Plan, the Appeal Reviewer and the Committee shall also have the full authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan.

           SECTION 3.02 Binding Effect of Decisions . Subject to Article VI of the Plan, the decision or action of the Appeal Reviewer, Plan Administrator or Committee in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

           SECTION 3.03 Indemnification . To the fullest extent permitted by law, the Appeal Reviewer, the Plan Administrator, the Committee and the Board (and each member thereof), and any employee of the Employer to whom fiduciary responsibilities have been delegated shall be indemnified by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE IV
PARTICIPATION

           SECTION 4.01 Continuing Participants . Any individual who was a participant in the McGraw-Hill SIP Supplement, McGraw-Hill ERAP Supplement, S&P SIP Supplement or S&P ERAP Supplement immediately prior to the Effective Date shall be a Participant on such date, subject to the terms and provisions of the Plan. Each Participant’s Matching Contribution Account shall be credited with the amount earned under the McGraw-Hill SIP Supplement and the S&P SIP Supplement and each Participant’s Profit Sharing Account shall be credited with the amount earned under the McGraw-Hill ERAP Supplement and the S&P ERAP Supplement.

           SECTION 4.02 New Participants . Any employee of the Employer (other than a Participant described in Section 4.01 of the Plan) who is selected by the Plan Administrator to be eligible to participate in the Plan shall become a Participant as of the first day of the month coinciding with or next following his selection.

ARTICLE V
BENEFITS

           SECTION 5.01 Credits to Matching Contribution 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, 2008, there shall be credited to the Participant’s Matching Contribution 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 Matching Contribution Account of a Participant for any year with respect to whom Tax-Deferred Contributions were not made in an amount equal to the limitation on elective deferrals for such year under Section 402(g) 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 SPSP implementing such limitation. In addition, no credit shall be made to a Participant’s Matching Contribution Account with respect to (i) the year in which the Participant’s Employment Termination Date occurs, 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 under a Severance Plan or (ii) the year after the year in which the Participant’s Employment Termination Date occurs for any reason or in which the Participant ceases to have any salary continuation installment due 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, 2008, there shall be credited to the Participant’s Matching Contribution 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 Plan, and (B) any salary earned for such year that is deferred by the Participant under any plan or arrangement of the Employer. Any salary or short-term incentive compensation that 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 Matching Contribution Account with respect to any year after the year in which the Participant’s Employment

Termination Date occurs or in which the Participant ceases to have any salary continuation installment due under a Severance Plan, if later.

          (c) There shall also be credited to the Participant’s Matching Contribution 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 SPSP 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 SPSP for such year if Section 415 of the Code (or any successor provision thereto) or any such implementing provision were disregarded, and (ii) the Tax-Deferred Contributions made on behalf of the Participant to SPSP for such year. No credit shall be made to a Participant’s Matching Contribution Account with respect to (i) the year in which the
Participant’s Employment Termination Date occurs, 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 under a Severance Plan or (ii) the year after the year in which the Participant’s Employment Termination Date occurs for any reason or in which the Participant ceases to have any salary continuation installment due under a Severance Plan, if later.

          (d) An amount shall be credited to a Severance Plan Participant’s Matching Contribution Account equal to the amount of Employer Matching Contributions that would have been credited to such Participant’s Employer Contribution Account under SPSP had the Participant made Tax-Deferred Contributions under SPSP with respect to the Participant’s Severance Plan Earnings at the rate in effect for the period immediately prior to the Participant’s Employment Termination Date. This amount shall be credited to the Severance Plan Participant’s Matching Contribution Account at such time as it would have been credited under SPSP.

           SECTION 5.02 Credits to Profit Sharing 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, 2008, there shall be credited to the Participant’s Profit Sharing 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 Section 5.2 of the SPSP 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 Plan, and (C) 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 that 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 Profit Sharing Account with respect to (i) the year in which the Participant’s Employment Termination Date occurs, 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 under a Severance Plan, or (ii) the year after the year in which the Participant’s Employment Termination Date occurs for any reason or the Participant ceases to have any salary continuation installment

due 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 Profit Sharing Account with respect to any year after the year in which the Participant’s Employment Termination Date occurs or in which the Participant ceases to have any salary continuation installment due under a Severance Plan, if later.

          (b) An amount shall be credited to a Severance Plan Participant’s Profit Sharing Account equal to the amount that would have been credited to such Participant’s account under Section 5.2 of the SPSP had the Participant been eligible to have an employer contribution be made to the Participant’s account under Section 5.2 of the SPSP with respect to such Participant’s Severance Plan Earnings. This amount shall be credited to the Severance Plan Participant’s Profit Sharing Account at such time as it would have been credited under the SPSP.

           SECTION 5.03 Additional Credits to Accounts . (a) An additional amount shall be credited to the Participant’s Accounts as of December 31 of each year beginning on or after the later of (i) January 1 of the year following the year in which the initial credit is made to the Account or (ii) January 1, 2009.

          (b) With respect to Matching Contribution Accounts only, the additional credit shall equal the sum of (i) and (ii), where (i) is the product of (A) the balance of the Matching Contribution Account as of January l of such year, and (B) the annual rate of return of the SPSP 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 5.01 of the Plan 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 SPSP Stable Assets Fund rate for the year.

          (c) With respect to Profit Sharing Accounts only, the additional amount shall be equal to the product of (i) the balance of the Profit Sharing Account as of January l of such year and (ii) the annual rate of return of the SPSP Stable Assets Funds for such year. No additional amount shall be credited to the Participant’s Profit Sharing Account for any period after December 31 of the year in which the Participant’s Employment Termination Date occurs or in which the Participant ceases to have any salary continuation installment due under a Severance Plan, if later.

           SECTION 5.04 Payment of Benefit . (a) The Benefit provided under the Plan shall consist of the balance of the Participant’s Accounts as of each applicable payment date under this Section 5.04. Subject to Section 5.05 of the Plan, and except as would violate the requirements of Sections 409A(a)(2), (a)(3) and (a)(4) of the Code, payment of the Benefit to a Participant shall be made in a lump sum, on July 1 of the calendar year following the Participant’s Employment Termination Date, and, in addition, in the case of a Severance Plan Participant, on July 1 of the subsequent calendar year. The Benefit provided under this Article shall be paid in accordance with the preceding sentence to the Participant’s Designated Beneficiary in the event of the death of the Participant, whether prior to or after commencement of benefits under SPSP, if such Designated Beneficiary is entitled to benefits under the provisions of SPSP.

          (b) Notwithstanding anything contained herein to the contrary, with respect to Profit Sharing Accounts only, a Participant who does not have five years of Continuous Service under SPSP when he ceases to be an employee of the Employer or ceases to have any salary continuation installment due under a Severance Plan, if later, shall forfeit the balance credited to his Profit Sharing Account attributable to amounts earned under the McGraw-Hill ERAP Supplement and the S&P ERAP Supplement and shall be entitled only to the Vested Percentage of the remainder of his Profit Sharing Account attributable to credits credited to his Profit Sharing Account; provided that the, in each case, unless his Employment Termination Date occurs after his 65 ^th birthday or his death. A Participant’s “ Vested Percentage ” shall be determined as follows:

           SECTION 5.05 Payment of Benefits in Event of Change in Control . In lieu of the Benefits payable under Section 5.04 of the Plan, in the event of a Change in Control that is also a “change in control event” within the meaning of Section 409A(a)(2)(A)(v) of the Code, each Participant who has not received payment of the Participant’s Benefit shall receive a lump sum payment immediately upon such Change in Control equal to the Benefit to which that Participant is entitled under Section 5.04 of the Plan.

ARTICLE VI
CLAIMS PROCEDURE

           SECTION 6.01 Claims . In the event any person or his authorized representative (a “ Claimant ”) disputes the amount of, or his entitlement to, any benefits under the Plan or their method of payment, such Claimant shall file a claim in writing with, and on the form prescribed by, the Plan Administrator for the benefits to which he believes he is entitled, setting forth the reason for his claim. The Claimant shall have the opportunity to submit written comments, documents, records and other information relating to the claim and shall be provided, upon request and free of charge, reasonable access to and copies of all documents, records or other information relevant to the claim. The Plan Administrator shall consider the claim and within 90 days of receipt of such claim, unless special circumstances exist which require an extension of the time needed to process such claim, the Plan Administrator shall inform the Claimant of its decision with respect to the claim. In the event of special circumstances, the response period can be extended for an additional 90 days, as long as the Claimant receives written notice advising of the special circumstances and the date by which the Plan Administrator expects to make a determination (the “ Extension Notice ”) before the end of the initial 90-day response period indicating the reasons for the extension and the date by which a decision is expected to be made. If the Plan Administrator denies the claim, the Plan Administrator shall give to the Claimant (i) a

written notice setting forth the specific reason or reasons for the denial of the claim, including references to the applicable provisions of the Plan, (ii) a description of any additional material or information necessary to perfect such claim along with an explanation of why such material or information is necessary, and (iii) appropriate information as to the Plan’s appeals procedures as set forth in Section 6.02 of the Plan.

           SECTION 6.02 Appeal of Denial . A Claimant whose claim is denied by the Plan Administrator and who wishes to appeal such denial must request a review of the Plan Administrator’s decision by filing a written request with the Appeal Reviewer for such review within 60 days after such claim is denied. Such written request for review shall contain all relevant comments, documents, records and additional information that the Claimant wishes the Appeal Reviewer to consider, without regard to whether such information was submitted or considered in the initial review of the claim by the Plan Administrator. In connection with that review, the Claimant may examine, and receive free of charge, copies of pertinent Plan documents and submit such written comments as may be appropriate. Written notice of the decision on review shall be furnished to the Claimant within 60 days after receipt by the Appeal Reviewer of a request for review. In the event of special circumstances which require an extension of the time needed for processing, the response period can be extended for an additional 60 days, as long as the Claimant receives an Extension Notice. If the Appeal Reviewer denies the claim on review, notice of the Appeal Reviewer’s decision shall include (i) the specific reasons for the adverse determination, (ii) references to applicable Plan provisions, (iii) a statement that the Claimant is entitled to receive, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim and (iv) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination on a review and a description of the applicable limitations period under the Plan. The Claimant shall be notified no later than five days after a decision is made with respect to the appeal.

           SECTION 6.03 Statute of Limitations . A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 6.02 of the Plan or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Plan Administrator. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

ARTICLE VII
AMENDMENT AND TERMINATION OF PLAN

           SECTION 7.01 Amendment and Termination . The Board or the Committee or any delegate thereof may cause the Plan to be amended at any time and from time to time, prospectively or retroactively; provided , however , that no amendment to the Plan may be made by the Committee that materially increases benefits to Participants. In addition, the Board may terminate the Plan in its entirety at any time and, in connection with any such termination, may

pay to each Participant or Designated Beneficiary his Benefits under the Plan, subject to and in accordance with the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix) (or any successor provision thereto). Notwithstanding the foregoing provisions of this Section 7.01, subject to the provisions of Section 7.02 of the Plan, 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 7.02 Section 409A . The Plan is intended to meet the requirements of Section 409A of the Code and shall be interpreted and construed consistent with such intent. If, in the good faith judgment of the Committee, any provision of the Plan could otherwise cause any person to be subject to the interest and penalties imposed under Section 409A of the Code, such provision shall be modified by the Committee in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without causing the interest and penalties under Section 409A of the Code to apply, and, notwithstanding any provision in the Plan to the contrary, the Committee shall have broad authority to amend or to modify the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure that no benefit under the Plan is subject to tax under Section 409A of the Code. Any determinations made by the Committee under this Section 7.02 shall be final, conclusive and binding on all persons.

ARTICLE VIII
MISCELLANEOUS

           SECTION 8.01 Unsecured General Creditor . The Plan is an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA, and shall be construed and administered accordingly. Participants and their Beneficiaries shall have no legal or equitable rights, interest or claims in any property or assets of the Employer. The assets of the Employer shall not be held under any trust for the benefit of Participants or their Beneficiaries or held in any way as collateral security for the fulfilling of the obligations of the Employer under the Plan. Any and all of the Employer’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Employer. The Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the future.

           SECTION 8.02 Nonassignability . Each Participant’s rights under the Plan shall be nontransferable except by will or by the laws of descent and distribution and except insofar as applicable law may otherwise required. Subject to the foregoing, neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be nonassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

           SECTION 8.03 Conditions of Payment of Benefit . Notwithstanding any provision of the Plan to the contrary, the right of a Participant or his Designated 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, and shall be determined by the Appeal Reviewer in his sole discretion.

           SECTION 8.04 Not a Contract of Employment . The terms and conditions of the Plan shall not be deemed to constitute a contract of employment with the Participant, and the Participant (or his Designated Beneficiary) shall have no rights against the Employer except as specifically provided herein. Moreover, nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of the Employer or to interfere with the rights of the Employer to discipline or discharge him at any time.

           SECTION 8.05 Binding Effect . The Plan shall be binding upon and shall inure to the benefit of the Participant or his Designated Beneficiary, his heirs and legal representatives, and the Employer.

           SECTION 8.06 Withholding . To the extent required by the law in effect at the time payments are made, the Employer shall withhold from payments made hereunder any taxes or other amounts required to be withheld for any federal, state or local government and other authorized deductions.

           SECTION 8.07 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 8.08 Effective Date . The Plan is effective as of January 1, 2008 (the “ Effective Date ”).

           SECTION 8.09 Governing Law . The Plan shall be construed under the laws of the State of New York, to the extent not preempted by federal law.

           SECTION 8.10 Headings . 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 the Plan.

           SECTION 8.11 Rules of Construction . Any words herein used in the masculine shall be read and construed in the feminine where they would so apply. Words in the singular shall be read and construed as though used in the plural in all cases where they would so apply. All references to sections are, unless otherwise indicated, to sections of the Plan.

Exhibit 10.18

THE McGRAW-HILL COMPANIES, INC.

SENIOR EXECUTIVE SUPPLEMENTAL

DEATH, DISABILITY & RETIREMENT BENEFITS PLAN

(Amended and restated effective as of January 1, 2008)

THE McGRAW-HILL COMPANIES, INC.
SENIOR EXECUTIVE SUPPLEMENTAL
DEATH, DISABILITY & RETIREMENT BENEFITS PLAN

(Amended and restated effective as of January 1, 2008)

ARTICLE I
PURPOSE

          The Company 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 Plan to provide disability or supplemental retirement benefits for certain management employees who become Members of such Plan and supplemental death benefits for the Beneficiaries of deceased Members.

ARTICLE II
DEFINITIONS

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

          SECTION 2.01 “ Actuarial Equivalent ” or “ Actuarially Determined ” means 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).

          SECTION 2.02 “ Attained Age ” or “ Attaining Age ” means the age of a Member as of his last birthday.

          SECTION 2.03 “ Basic Long-Term Disability Plan ” means The McGraw-Hill Companies, Inc. Long Term Disability Plan, as amended from time to time (or any successor plan).

          SECTION 2.04 “ Beneficiary ” means the person, persons or entity designated by the Member to receive any benefits payable under the Plan. Any Member’s Beneficiary designation shall be made in a written instrument filed with the Company and shall become effective only when received, accepted and acknowledged in writing by the Company.

          SECTION 2.05 “ Board ” means the Board of Directors of the Company.

          SECTION 2.06 “ Cause ” means the Member’s misconduct in respect of the Member’s obligations to the Company or other acts of misconduct by the Member occurring during the course of the Member’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 2.07 “ Change in Control ” means the first to occur of any of the following events:

     (i) An acquisition by any 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 (the “ Outstanding Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding , however , the following: (1) any acquisition directly from the Company, 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 Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2.07; or

     (ii) A change in the composition of the Board such that the Directors who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , for purposes of this Section 2.07, that any individual who becomes 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 those Directors who were members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such Director 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 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 Company (“ Corporate Transaction ”); excluding , however , such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding 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 Company or all or substantially all of the Company’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 Common Stock and Outstanding Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company 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 (C) 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 shareholders of the Company of a complete liquidation or dissolution of the Company.

          SECTION 2.08 “ Claimant ” has the meaning set forth in Section 9.01 of the Plan.

          SECTION 2.09 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.10 “ Committee ” means the Compensation Committee of the Board.

          SECTION 2.11 “ Common Stock ” means the common stock, $1.00 par value per share, of the Company.

          SECTION 2.12 “ Company ” means The McGraw-Hill Companies, Inc., a corporation organized under the laws of the State of New York, or any successor corporation.

          SECTION 2.13 “ Death Benefit ” means any benefit paid to a Beneficiary upon the death of a Member as provided under the terms of the Plan.

          SECTION 2.14 “ Director ” means an individual who is a member of the Board.

          SECTION 2.15 “ Disability ” or “ Disabled ” means the Member (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

          SECTION 2.16 “ Distribution Date ” means a Member’s Retirement Date or, if the Member is a Specified Employee as of his Employment Termination Date, the six-month anniversary of such date.

          SECTION 2.17 “ Early Retirement ” means a Member’s retirement during the period commencing on the first day of the month coincident with or immediately following the Member’s 50 ^th birthday and ending on the Member’s Normal Retirement Date.

          SECTION 2.18 “ Effective Date ” has the meaning set forth in Section 12.07 of the Plan.

          SECTION 2.19 “ Employment Termination Date ” means the date of a Member’s “separation from service” from the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code.

          SECTION 2.20 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.21 “ Excess Benefit Plan ” means The McGraw-Hill Companies, Inc. Employee Retirement Plan Supplement, Standard & Poor’s Employee Retirement Plan Supplement and any amendments or successor plans thereto.

          SECTION 2.22 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

          SECTION 2.23 “ Extension Notice ” has the meaning set forth in Section 9.01 of the Plan.

          SECTION 2.24 “ Final Monthly Earnings ” means:

     (i) For purposes of Article V and Article VIII, (1) the sum of (x) a Member’s highest rate of annual base salary in effect during the 36-month period immediately preceding retirement (other than pursuant to Section 5.02 of the Plan), termination without Cause pursuant to Section 5.03 of the Plan, or termination following a Change in Control as provided in Article VIII, and (y) the Member’s highest 100% target annual short-term incentive opportunity during that same 36-month period (2) divided by 12; or

     (ii) For purposes of Article VII, (1) the greater of (A) 1.5 times a Member’s annual base salary in effect immediately preceding the date of the Member’s Disability or (B) the sum of (x) the Member’s highest rate of annual base salary in effect during any portion of such 36-month period occurring prior to January 1, 2005, and during which the Member participated in the Plan, and (y) the Member’s highest 100% target annual short-term incentive opportunity during that same portion of such 36-month period (2) divided by 12.

          SECTION 2.25 “ Good Reason ” means voluntary termination based on any of the following: (1) reduction in the Member’s base salary, (2) reduction of the Member’s incentive compensation award opportunities, (3) transfer of the Member to a principal business location so as to increase the distance between the principal business location and such Member’s place of residence at the time of the Change in Control by more than 35 miles, (4) significant reduction in the Member’s responsibilities and status within the Company or a change in the Member’s title or office without prior written consent, (5) involuntary discontinuation of the Member’s participation in any life insurance, health and accident or disability plan maintained by the Company, (6) involuntary elimination of the Member’s paid vacation or (7) for any reason during the 30-day period following the first anniversary of a Change in Control.

          SECTION 2.26 “ Member ” means an employee who is part of a select group of management and has become a Member as provided in Article IV hereof.

          SECTION 2.27 “ Monthly Disability Income ” means a monthly income due a Disabled Member as provided in Article VII hereof.

          SECTION 2.28 “ Monthly Retirement Income ” means a monthly income due a Retired Member which shall commence as of his Distribution Date and continue for the period provided herein.

          SECTION 2.29 “ Named Fiduciary ” means the Executive Vice President, Human Resources of the Company.

          SECTION 2.30 “ Normal Retirement Date ” means the first day of the month coincident with or immediately following the Member’s 65 ^th birthday.

          SECTION 2.31. “ Plan ” means The McGraw-Hill Companies, Inc. Senior Executive Supplemental Death, Disability & Retirement Benefits Plan, as amended from time to time.

          SECTION 2.32 “ Primary Social Security ” means the estimated Primary Insurance Amount (payable monthly) available to a Member at age 62, or his Distribution Date, whichever is later, under the Social Security Act in effect at that time.

          SECTION 2.33 “ Qualified Plan ” means 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 and any amendments or successor plans thereto.

          SECTION 2.34 “ Retired Member ” means any Member of the Plan who has qualified for retirement and has retired, and who is eligible to receive a Monthly Retirement 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 5.03 of the Plan, and any Member for whom the Committee has approved a Monthly Retirement Income under Section 5.02 of the Plan.

          SECTION 2.35 “ Retirement Date ” means the first day of the month coincident with or immediately following the Member’s Employment Termination Date due to any of the following: (1) retirement pursuant to Sections 5.01 or 5.03 of the Plan, (2) termination without Cause or retirement if so approved by the Committee pursuant to Section 5.02 of the Plan, (3) termination without Cause pursuant to Section 5.03 of the Plan, or (4) termination for any reason described in Sections 8.02 or 8.03 of the Plan.

          SECTION 2.36 “ Specified Employee ” means a specified employee within the meaning of Section 409A(a)(2)(b)(i) of the Code.

ARTICLE III
ADMINISTRATION

          SECTION 3.01 Administration . The Plan shall be administered by the Committee, which shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as it may deem necessary or desirable.

          SECTION 3.02 Binding Effect of Decisions . Subject to Article IX, the decision or action of the Committee in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

          SECTION 3.03 Indemnification . To the fullest extent permitted by law, the Committee and the Board (and each member thereof), and any employee of the Company and its affiliates to whom fiduciary responsibilities have been delegated under the Plan, shall be indemnified by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE IV
MEMBERSHIP

          SECTION 4.01 Eligible Members . Eligibility for membership in the Plan shall be determined by the Committee in its sole discretion, on an individual basis; provided that each individual who was a Member immediately prior to the effective date of this amendment and restatement shall continue to be a Member on such date, subject to the terms and provisions of the Plan.

          SECTION 4.02 Removal of Members . (a) 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 4.04 of the Plan.

          (b) 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.

          (c) If a Member whose benefits under the Plan have not commenced to be paid is removed from the Plan, all future benefits payable under the Plan to the Member or his Beneficiary shall cease.

          (d) Notwithstanding anything contained herein to the contrary, Article VIII shall be applicable to a Member who is removed from the Plan following the Change in Control.

          SECTION 4.03 Continuous Employment Requirement . Subject to Section 8.02 of the Plan, the payment of benefits to the Member or his Beneficiary under the Plan is conditioned upon the continuous employment of the Member by the Company (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 4.04 Compensation Requirement . Employees who are selected to participate in the Plan shall be chosen from employees who are in Executive Compensation Band 1 and Executive Compensation Band 2.

ARTICLE V
MONTHLY RETIREMENT INCOME

          SECTION 5.01 Normal Retirement. (a) A Member who retires on his Normal Retirement Date shall be entitled to receive, commencing on the Member’s Distribution Date, a Monthly Retirement Income under the 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 5.01(b), 5.01(c), 5.01(d) and 5.01(e) of the Plan.

          (b) One hundred percent (100%) of his monthly Primary Social Security benefit as of the Member’s Retirement Date.

          (c) One hundred percent (100%) of the monthly income, received from the Qualified Plan and the Excess Benefit Plan as of the Member’s Retirement Date. Such amount shall be Actuarially Determined as of the Member’s Retirement Date as a life annuity payable in equal monthly installments, regardless of the actual form of payment.

          (d) One hundred percent (100%) of benefits received from the qualified pension plans of any previous employers. Such amounts shall be Actuarially Determined as of the Member’s Retirement Date as a life annuity payable in equal monthly installments, regardless of the actual form of payment.

          (e) The annuity value of the hypothetical account balance maintained in accordance with the Qualified Plan as of as of the Member’s 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 5.01(c) of the Plan.

          SECTION 5.02 Early Retirement With Committee Approval . (a) A Member (i) between the ages of 50-54 who elects Early Retirement or whose employment is terminated by the Company other than for Cause and who has ten years or more of continuous service with the Company, or (ii) who elects Early Retirement or whose employment is terminated without Cause subsequent to Attaining Age 55 and less than ten years of continuous service with the Company, 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 5.02 and who is between the ages of 50-54, shall begin to receive, upon the later of the Member’s Distribution Date and the first day of the month coincident with or immediately following Attaining Age 55, such Monthly Retirement Income as described in this Section 5.02.

          (b) 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.

          (c) If a Member is approved for a Monthly Retirement Income payment under this Section 5.02, the Member also may be entitled to receive a post-retirement Death Benefit in accordance with the provisions of Section 6.03 of the Plan, provided that 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 5.03 Early Retirement After Age 55 . (a) A Member who has Attained Age 55, has ten years or more of continuous service with the Company and either elects Early Retirement or is terminated by the Company other than for Cause, shall receive, commencing on the Member’s Distribution Date, 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, as set forth in the following table:

          A Member’s Monthly Retirement Income shall be further reduced by the amounts set forth in Sections 5.03(b), 5.03(c), 5.03(d) and 5.03(e) of the Plan.

          (b) One hundred percent (100%) of his Primary Social Security benefit as of the Member’s Retirement Date. A Member who retires prior to Attaining Age 62 shall have his benefits reduced by his Primary Social Security payable at age 62 regardless of whether it is received.

          (c) One hundred percent (100%) of the monthly income, calculated in the form of a straight life annuity, that he receives from the Qualified Plan and the Excess Benefit Plan as of the Member’s Retirement Date. Such amount shall be Actuarially Determined as of the Member’s Retirement Date as a life annuity payable in equal monthly installments, regardless of the actual form of payment.

          (d) One hundred percent (100%) of benefits received from the qualified pension plans of any previous employers. Such amounts shall be Actuarially Determined as of the Member’s Retirement Date as a life annuity payable in equal monthly installments, regardless of the actual form of payment.

          (e) The annuity value of the hypothetical account balance maintained in accordance with the Qualified Plan as of the Member’s 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 5.03(c) of the Plan.

          SECTION 5.04 Minimum Service Requirement . A Member who has less than ten years of continuous service with the Company and who elects Early Retirement without the