2004 Class A Stock Incentive Plan
Article VII of the Scholastic Corporation 2004 Class A Stock Incentive Plan (“Plan”) is amended by replacing
Section 7.2(a) (iv) thereof in its entirety with the following:
(iv) Termination for Cause Or For Any Reason Other Than Death, Disability,
Retirement or Involuntary Termination Without Cause. If an Eligible Employee’s Termination of Employment
is for Cause, all Stock Options held by such Eligible Employee shall thereupon terminate and expire as of the date
of such Termination of Employment. If an Eligible Employee’s Termination of Employment is for any reason other
than Cause or other than by reason of death, Disability, retirement (as described in clause (ii) above), or other
than an involuntary Termination of Employment, including without limitation, a voluntary Termination of
Employment, all Stock Options held by such Eligible Employee may be exercised, to the extent exercisable at
Termination of Employment or, by the Eligible Employee at any time within a period of 90 days from the date of
such Termination of Employment or, but in no event beyond the expiration of the stated term of such Stock
Subject to the foregoing, the Plan remains in full force and effect in accordance with the terms thereof.
The foregoing amendment was duly approved by resolution of the Human Resources and Compensation
Committee of the Board of Directors of Scholastic Corporation at its meeting held on March 20 2007.