AMENDMENT NO. 3 TO THE
SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN
WHEREAS, Scholastic Corporation (the "Company") maintains the Scholastic Corporation 1995 Stock Option
Plan (the "Plan");
WHEREAS, pursuant to Section 6 of the Plan, the Company reserved the right, by action of its Board of
Directors (the "Board") to amend the Plan from time to time; and
WHEREAS, the Board desires to amend the Plan.
NOW, THEREFORE, effective May 25, 2006, the Plan is amended as follows:
1. Paragraph (f) of Section 8 of the Plan is amended and restated to read as follows:
"The Committee (i) may provide, in its discretion, that any Stock Option shall become exercisable in installments
and (ii) may waive or accelerate any such installment exercise provision, provided, however that, in the event of
termination of the Optionee's employment with the Company and its Subsidiaries and Affiliates due to the
Optionee's death or Disability, the vesting of any outstanding Stock Option granted to such Optionee shall
automatically be accelerated."
2. Except as otherwise provided herein, the Plan is ratified and confirmed and shall continue in full force and