1995 Directors' Deferred Compensation Plan
Amended and Restated May 25, 1999
Article 1. Establishment And Purpose
1.1 Establishment. Scholastic Corporation, a Delaware corporation (the "Company"), hereby establishes,
effective as of October 1, 1995 (the "Effective Date") and amends and restates as of May 25, 1999, a deferred
compensation plan for directors as described herein, which shall be known as the "Scholastic Corporation
Directors' Deferred Compensation Plan" (the "Plan").
1.2 Purpose. The primary purpose of the Plan is to provide Directors of the Company with the opportunity to
voluntarily defer all or a portion of their Compensation, subject to the terms of the Plan. By adopting the Plan, the
Company desires to enhance its ability to attract and retain Directors of outstanding competence.
Article 2. Definitions
Whenever used herein, the following terms shall have the meanings set forth below, and, when the defined
meaning is intended, the term is capitalized:
(a) "Board" or "Board of Directors" means the Board of Directors of the Company.
(b) "Change in Control" of the Company means, and shall be deemed to have occurred upon, any of the
(i) Any Person (defined, for this purpose, to include any syndicate or group deemed to be a "person" under
Section 13(d)(3) of the Securities Exchange Act of 1934), other than the Company, any subsidiary of the
Article 1. Establishment And Purpose 1
Article 2. Definitions 1
Article 3. Administration 3
Article 4. Eligibility and Participation 4
Article 5. Deferral Opportunity 5
Article 6. Deferred Compensation Accounts