<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>y46387ex10-1.txt
<DESCRIPTION>SENIOR EXECUTIVE SEVERANCE PLAN
<TEXT>

<PAGE>   1
                                                                    Exhibit 10.1


                         THE MCGRAW-HILL COMPANIES, INC.

                         SENIOR EXECUTIVE SEVERANCE PLAN

               (As Amended and Restated Effective April 26, 2000)


                                       15
<PAGE>   2
                                                           Exhibit 10.1 (cont'd)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
Section 1.        Purpose..................................................................................     21
Section 2.        Effective Date...........................................................................     21
Section 3.        Administration...........................................................................     21
Section 4.        Participation............................................................................     21
Section 5.        Payments Upon Qualified Termination of Employment........................................     22
Section 6.        Unfunded Status of Plan..................................................................     25
Section 7.        Termination and Amendment of the Plan....................................................     25
Section 8.        Benefit of Plan..........................................................................     25
Section 9.        Non-Assignability........................................................................     26
Section 10.       Effect of Other Plans....................................................................     26
Section 11.       Mitigation and Offset....................................................................     26
Section 12.       Termination of Employment................................................................     26
Section 13.       Severability.............................................................................     26
Section 14.       Disputed Claim...........................................................................     27
Section 15.       Governing Law; Section Headings..........................................................     27
Section 16.       Named Fiduciary and Claims Procedure.....................................................     27
</TABLE>


                                       16
<PAGE>   3
                                                           Exhibit 10.1 (cont'd)


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


Section 1.   Purpose.

             The purpose of the Senior Executive Severance Plan (the "Plan") is
to provide senior executives who are in a position to contribute materially to
the success of The McGraw-Hill Companies, Inc., or any subsidiary at least 50%
of whose voting shares are owned directly or indirectly by The McGraw-Hill
Companies, Inc. (collectively, the "Company"), with reasonable compensation in
the event of their termination of employment with the Company.

Section 2.   Effective Date.

             The Plan is effective as of January 28, 1987.

Section 3.   Administration.

             The Plan shall be administered (i) by the Compensation Committee of
the Board of Directors of the Company (the "Board") or by such other committee
of non-employee directors as the Board shall appoint (the "Committee"), or (ii)
in the absence of such Committee or if the Committee is unable to act, by the
Board. Subject to the express provisions of this Plan and to the rights of
participants pursuant to said express provisions, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall, from time to time, deem advisable; to
interpret the terms and provisions of the Plan (and any notices or agreements
relating thereto); and to otherwise supervise the administration of the Plan in
accordance with the terms hereof.

             All decisions made by the Committee pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Company and
Plan participants. All decisions made by the CEO, as hereinafter defined, which
may personally benefit, directly or indirectly, the CEO shall be subject to the
approval of the Committee.

Section 4.   Participation.

             The Chief Executive Officer (the "CEO") of the Company shall from
time to time select, subject to the approval of the Committee, the employees who
are to participate in the Plan (the "Participants") from among those employees
who are determined by the CEO to be in a position to contribute materially to
the success of the Company. 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.


                                       17
<PAGE>   4
                                                           Exhibit 10.1 (cont'd)

             A Participant shall cease to be a Participant in the Plan upon the
earliest of (i) his receipt of all of the payments, if any, to which he is or
becomes entitled under the terms of this 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 under circumstances not
requiring payments under the terms of this Plan.

Section 5.   Payments Upon Qualified Termination of Employment.

                            (a) In the event of a Qualified Termination of
Employment, the Participant shall be entitled, as compensation for services
rendered, subject to any applicable payroll or other taxes required to be
withheld, to:

                                          (i) continue to receive an amount
              equal to his Monthly Base Salary for a period following his
              termination of employment, based upon the following formula, but
              in no event for less than 12 months: the number of full and
              partial years of the Participant's continuous service with the
              Company, up to a maximum of 15 years, multiplied by 1.6; provided
              that if the foregoing formula yields a period exceeding 12 months,
              the Participant shall be entitled to salary continuation for only
              12 months and, in addition, shall be entitled to a single lump sum
              cash payment equal to the product of the Participant's Monthly
              Base Salary and the number of months under the formula in excess
              of 12, to be paid 12 months after the Participant's termination of
              employment, or as soon thereafter as practicable; and

                                          (ii) remain an active participant in
              all Company-sponsored retirement, life, medical, dental,
              accidental death and disability insurance benefit plans or
              programs in which he was participating at the time of his
              termination for the duration of the salary continuation period
              described in Section 5(a)(i) above (not in excess of 12 months),
              but only to the extent permitted by applicable law, as determined
              by the Company, 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 Internal Revenue Code of
              1986, as amended, and, in addition, if the formula in Section
              5(a)(i) above yields a period exceeding 12 months, the Participant
              shall be entitled to a single lump sum cash payment equal to 10%
              of the product of the Participant's Monthly Base Salary and the
              number of months under the formula in excess of 12, to be paid 12
              months after the Participant's termination of employment, or as
              soon thereafter as practicable;

provided that the CEO may authorize, in his sole discretion, in lieu of the
payments and benefits provided under Section 5(a)(i) and (ii) above, payment to
the Participant of a single lump sum equal to 110% of the Participant's Monthly
Base Salary for the period under the formula specified under Section 5(a)(i), or
for 12 months, if longer (100% of Monthly Base Salary for such period in lieu of
salary continuation, and 10% of Monthly Base Salary for such period in lieu of
benefits continuation).


                                       18
<PAGE>   5
                                                           Exhibit 10.1 (cont'd)

Such payments 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 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 this 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 this Plan.

                           (b) For purposes of this Section 5, the following
definitions shall apply:

                                          (i) A "Qualified Termination of
              Employment" shall mean termination of employment with the Company,
              (other than by reason of death, Disability, voluntary resignation
              by a Participant under circumstances not qualifying under (B)
              below, or lawful Company mandated retirement at normal retirement
              age)

                                                      (A) by the Company for any
              reason other than for Cause, or

                                                      (B) by the Participant
              after an Adverse Change in Conditions of Employment or for any
              reason during the 30-day period following the first anniversary of
              a Change of Control.

                                          (ii) "Cause" shall mean serious,
              willful misconduct in respect of the Participant's obligations to
              the Company (including, but not limited to, conviction for a
              felony or perpetration of a common law fraud).

                                          (iii) An "Adverse Change in Conditions
              of Employment" shall mean the occurrence of any of the following
              events:

                                                      (A) an adverse change by
              the Company in the Participant's functions, duties or
              responsibilities, which change would cause the Executive's
              position with the Company to become one of substantially less
              responsibility, importance or scope; or

                                                      (B) a 10% or larger
                            reduction by the Company (in one or more steps) of
                            the Participant's Monthly Base Salary.

         Notwithstanding the foregoing the Participant's failure to object to
the Company in writing to a change described in (A) or (B) above within 120 days
after such change shall constitute a waiver of such change as an Adverse Change
in Conditions of Employment.

                                          (iv) "Disability" shall mean a
              Participant's long-term disability as defined under the Company's
              Long-Term Disability Plan.


                                       19
<PAGE>   6
                                                           Exhibit 10.1 (cont'd)

                                          (v) "Monthly Base Salary" shall mean 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 Company
              welfare or benefit plans.

                                          (vi) "Change of Control" shall mean
              any of the following:

                                                      (A) The acquisition (other
              than from the Company) by any person, entity or "group," within
              the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
              Exchange Act of 1934 (the "Exchange Act") (excluding, for this
              purpose, the Company or its subsidiaries, or any employee benefit
              plan of the Company or its subsidiaries) of beneficial ownership
              (within the meaning of Rule 13d-3 promulgated under the Exchange
              Act) of 20% or more of either the then outstanding shares of
              common stock or the combined voting power of the Company's then
              outstanding voting securities entitled to vote generally in the
              election of directors; or

                                                      (B) Individuals who, as of
              the date hereof, constitute the Board (as of the date hereof the
              "Incumbent Board") cease for any reason to constitute at least a
              majority of the Board, provided that any person becoming a
              director subsequent to the date hereof whose election, or
              nomination for election by the Company's shareholders, was
              approved by a vote of at least a majority of the directors then
              comprising the Incumbent Board (other than an election or
              nomination of an individual whose initial assumption of office is
              in connection with an actual or threatened election contest
              relating to the election of the Directors of the Company, as such
              terms are used in Rule 14a-11 of Regulation 14A promulgated under
              the Exchange Act) shall be, for purposes of this Plan, considered
              as though such person were a member of the Incumbent Board; or

                                                      (C) Approval by the
              stockholders of the Company of a reorganization, merger, or
              consolidation, in each case, with respect to which persons who
              were the stockholders of the Company immediately prior to such
              reorganization, merger or consolidation do not, immediately
              thereafter, own, directly or indirectly, more than 50% of the
              combined voting power entitled to vote generally in the election
              of directors of the reorganized, merged or consolidated company's
              then outstanding voting securities, or a liquidation or
              dissolution of the Company or of the sale of all or substantially
              all of the assets of the Company.


                                       20
<PAGE>   7
                                                           Exhibit 10.1 (cont'd)

                                          (c) (i) In the event a Participant
              dies after the commencement of payments pursuant to Section 5(a)
              above, the balance of said payments shall be payable to said
              Participant's estate.

                                          (ii) It is the intent of this Plan
              that a Participant's transfer to another location shall not by
              itself constitute an "Adverse Change in Conditions of Employment";
              provided, however, that such an "Adverse Change in Conditions of
              Employment" will be deemed to exist if, after a Change of 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 of Control by more than thirty-five miles.

                                          (iii) It is the intent of this Plan
              that a Participant shall not receive payments hereunder in the
              event of a sale of the business unit of the Company 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 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.

Section 6.   Unfunded Status of Plan.

         The Plan is intended to constitute an "unfunded" compensation
arrangement. With respect to any payments required to be made, but not yet made
to a Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company. In its sole discretion, the Company may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver payments in lieu of or with respect to amounts payable hereunder,
provided, however, that the existence of such trusts or other arrangements is
consistent with the unfunded status of the Plan.

Section 7.   Termination and Amendment of the Plan.

         The Board shall have the right at any time, in its discretion, to amend
the Plan, in whole or in part, or to terminate the Plan, except that no
amendment or termination shall impair or abridge the obligations of the Company
and the rights of Participants under any notices or agreements previously issued
pursuant to the Plan.

Section 8.   Benefit of Plan.

         The Plan shall be binding upon and shall inure to the benefit of the
Participant, his heirs and legal representatives, and the Company and its
successors. The term "successor" shall mean any person, firm, corporation or
other business entity that, at any time, whether by merger, acquisition or
otherwise, acquires all or substantially all of the stock, assets or business of
the Company.


                                       21
<PAGE>   8
                                                           Exhibit 10.1 (cont'd)

Section 9.   Non-Assignability.

         Each Participant's rights under this Plan shall be non-transferable
except by will or by the laws of descent and distribution and except insofar as
applicable law may otherwise require. Subject to the foregoing, no right,
benefit or interest hereunder, shall be subject to anticipation, alienation,
sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in
respect of any claim, debt or obligation, or to execution, attachment, levy or
similar process, or assignment by operation of law, and any attempt, voluntary
or involuntary, to effect any such action shall, to the full extent permitted by
law, be null, void and of no effect.

Section 10.  Effect of Other Plans.

         Except as expressly provided in Section 5 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 a Participant's rights and
obligations under any other plan maintained by the Company on behalf of
employees.

Section 11.  Mitigation and Offset.

         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.

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

Section 12.  Termination of Employment.

         Nothing in the Plan shall be deemed to entitle a Participant to
continued employment with the Company, and the rights of the Company to
terminate the employment of a Participant shall continue as fully as though this
Plan were not in effect.

Section 13.  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.


                                       22
<PAGE>   9
                                                           Exhibit 10.1 (cont'd)

Section 14.         Disputed Claim.

         If a Participant makes a claim for payments under this Plan and such
claim is disputed by the Company, the Company shall reimburse the Participant
for any reasonable attorney's fees and disbursements incurred in pursuing such
claim, whether or not the Participant is successful in enforcing his/her rights
or whether or not the matter is settled.

Section 15.  Governing Law; Section Headings.

         All questions pertaining to the construction, regulation, validity and
effect of the provisions of the Plan shall be determined in accordance with the
laws of the State of New York.

         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 this Plan.

Section 16.  Named Fiduciary and Claims Procedure.

         The Named Fiduciary of the Plan and for purposes of the claims
procedure under this Plan is the Chief Human Resources Officer of the Company.

                            (a) The business address and telephone number of the
Named Fiduciary under this Plan is:

                            The McGraw-Hill Companies, Inc.
                            1221 Avenue of the Americas
                            New York, New York  10020
                            (212) 512-2000

                            (b) The Company shall have the right to change the
Named Fiduciary of the Plan created under this Plan. The Company shall also have
the right to change the address and telephone number of the Named Fiduciary. The
Company shall give the Participants written notice of any change of the Named
Fiduciary, or any change in the address and telephone number of the Named
Fiduciary.

                            (c) Benefits shall be paid in accordance with the
provisions of this Plan. The Participant, or the Participant's beneficiary or
contingent beneficiary (hereinafter collectively referred to as the "Claimant")
shall make a written request for the benefits provided under this Plan. This
written claim shall be mailed or delivered to the Named Fiduciary by registered
mail.

                            (d) If the claim is denied, either wholly or
partially, notice of the decision shall be sent by registered mail to the
Claimant within a reasonable time period. This time period shall not exceed 90
days after the receipt of the claim by the Named Fiduciary.


January 28, 1987

As amended:       March 25, 1987
                  September 30, 1987
                  September 28, 1988
                  April 26, 2000


                                       23
</TEXT>
</DOCUMENT>
