JOHN WILEY & SONS, INC.
WHEREAS , John Wiley & Sons, Inc. (hereinafter referred to as the “Company”) maintains the
Supplemental Executive Retirement Plan (hereinafter referred to as “SERP”), consisting of Part A – containing
the provisions of the 1989 Supplemental Executive Retirement Plan – and Part B – containing the provisions of
the 2005 Supplemental Executive Retirement Plan – to provide additional retirement income and death benefit
protection for certain executives of the Company or one of its subsidiaries and in recognition of their contributions
to the Company in carrying out senior management responsibilities; and
WHEREAS , pursuant to Section 7.1 Part A of the SERP and Section 7.1 of Part B of the SERP, the
Board of Directors of the Company reserves the right to amend the SERP from time to time subject to certain
conditions not here relevant; and
WHEREAS , the Company, based on recommendation by management and agreement by the Executive
Compensation and Development Committee, wishes to extend participation in Part B of the SERP to Stephen M.
Smith, subject to its terms and conditions, and Mr. Smith executing a letter of agreement in such form as said
Committee shall direct as required by Section 2.1(b) of Part B of the SERP (the “2009 Letter Agreement”); and
WHEREAS , the Board of Directors of the Company deems it advisable to amend the SERP at this
time to make certain changes to the terms and conditions of the SERP affecting certain named employees of the
Company as set forth in Appendix B of Part A of the SERP and Appendix A of Part B of the SERP.
NOW, THEREFORE, be it
RESOLVED , that participation in Part B of the SERP be, and it hereby is, extended to Stephen M.
Smith, subject to its terms and conditions, and Mr. Smith executing the 2009 Letter Agreement, effective as of
June 1, 2009; and be it further
RESOLVED , that the SERP be, and it hereby is, amended effective as of October 1, 2009 in the