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PAGE
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SECTION I – PURPOSE
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1
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SECTION 2 – DEFINITIONS
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2
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SECTION 3-PARTICIPANTS
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4
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SECTION 4 -AMOUNT OF SUPPLEMENTAL BENEFIT
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5
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SECTION 5 – PAYMENT
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7
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SECTION 6 - CHANGE OF CONTROL
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13
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SECTION 7 – NONASSIGNABILITY
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14
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SECTION 8-RIGHT TO DISCHARGE
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14
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SECTION 9 - FUNDING AND GENERAL PROVISIONS
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15
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SECTION 10 - SIGNATURE AND VERIFICATION
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19
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APPENDIX A
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20
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2.1
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"Benefit Commencement Date" shall mean "Benefit Commencement Date" as such term is defined in the SERP.
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2.2
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"Change of Control" shall mean ''Change of Control" as defined in the SERP.
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2.3
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"Designated Beneficiary" shall have the meaning as set forth in Section 9.5.
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2.4
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"Disability Supplemental Benefit" shall mean the Participant's benefit calculated under provisions of Section 4.2.
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2.5
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"Disabled" shall mean "Disabled" as such term is defined in the SERP.
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2.6
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"Grandfathered Supplemental Benefit" shall mean with respect to a Participant who (i) terminated employment with the Company (as defined in the
Retirement Plan) and all Affiliated Companies prior to January 1, 2005, or (ii) was employed by the Company on April 1, 2005 and who as of that date was a participant in the SERP and was (1) a member of the Board of Directors or (2) a 5%
owner of the Corporation (as defined in Code Section 416), or (iii) was within two years of attaining age 65, the portion of his Supplemental Benefit that was accrued and vested before January 1, 2005, determined under provisions of the
Supplemental Plan without regard to any amendments after October 3, 2004 which would constitute a material modification under Code Section 409A purposes, and the provision of Code Section 409A, the regulations promulgated thereunder and
other applicable guidance and procedures based on actuarial equivalent assumptions chosen by the Benefits Administration Board in accordance with Code Section 409A.
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2.7
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"Separation from Service" shall mean "Separation from Service" as such term is defined in the SERP.
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2.8
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"SERP" shall mean the John Wiley & Sons, Inc. Supplemental Executive Retirement Plan, as amended from time to time. "1989
SERP" shall mean Part A of the SERP and "2005 SERP" shall mean Part B of the SERP.
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2.9
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"Specified Employee" shall mean "Specified Employee" as such term is defined under the SERP.
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2.10
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"409A Supplemental Disability Benefit" shall mean the portion, if any, of a Participant's benefit calculated under the provision of Section 4.2
hereof that exceeds the amount of his Grandfathered Supplemental Benefit.
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2.11
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"409A Supplemental Benefit" shall mean the portion, if any, of a Participant's benefit calculated under the provisions of Section 4.1 hereof that
exceeds the amount of his Grandfathered Supplemental Benefit.
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2.12
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"Supplemental Benefit" shall mean the Participant's benefit calculated under the provisions of Section 4.1 hereof.
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4.1
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Except as otherwise provided in Appendix A, each eligible Participant shall receive a Supplemental Benefit equal to the excess, if any, of (a)
the benefit which would be payable to the Participant or, in the event of the Participant's death while in the employ of the Company or an Affiliated Company payable to his Beneficiary, under the Retirement Plan, if the benefit determined
as of the Participant's Separation from Service was computed on the basis of his Benefit Service, under the Retirement Plan accrued prior to July 1, 2013 and any additional service rendered with an acquired company prior to its acquisition
approved by the Company to be recognized in the calculation of any Company retirement benefits paid to such Participant, and without regard to (i) the limitation of Section 4.08 of the Retirement Plan (relating to the limitation on benefits
required by Section 415 of the Code), (ii) the limitation in Sections 1.12 and 1.42 of the Plan (relating to the limitation on the amount of Compensation and Total Compensation required by Section 401(a)(17) of the Code), and (iii) any
comparable limitations which may hereafter be imposed by law, over (b) the amount of the benefit which would have been payable under the Retirement Plan to the Participant (or his Beneficiary) for his lifetime based on such Participant's
Benefit Service, Compensation and Total Compensation determined under the provisions of the Retirement Plan as of the earlier of his date of termination of employment or June 30, 2013, assuming such benefit commences on the date set forth
in section 5.1(a).
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4.2
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Notwithstanding any provisions of this Supplemental Plan to the contrary, if Participant who is currently employed by the
Company or an Affiliated Company becomes Disabled prior to the earliest of (i) his Normal Retirement Date, (ii) date of Separation from Service or (iii) July 1,
2013, he shall be entitled to a Disability
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5.1
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Timing of Payment
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(a)
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Subject to the provisions of this Section 5.1 and Section 5.4 below, payment of a Participant's 409A Supplemental Benefit
will commence on the first day of the month following the later of (i) the Participant's attainment of age 65 (age 55, if he has completed ten or more Years of Service on his Separation from Service) or (ii) his Separation from Service.
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(b)
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Notwithstanding the foregoing if a Participant has made an effective election under
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(i)
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Section 3.2(c) or 3.4(c) of the 1989 SERP to delay the payment of his 1989 SERP 409A Additional Benefit, or (ii) Section 3.2(d) or 3.4(d) of the 2005 SERP to delay the payment of his 2005 SERP Income Benefit, whichever is applicable, such Participant’s 409A Supplemental
Benefit shall commence, in accordance with such election, at the same time as such Participant’s 1989 SERP 409A Additional Benefit or 2005 SERP Income Benefit, whichever is applicable commences,
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(c)
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Notwithstanding the foregoing, a Participant's 409A Supplemental Benefit payable pursuant to the provisions of Section 4.2
shall commence as of the first day of the month following the Participant's Disability Date.
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(d)
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Upon the death of a Participant prior to his Benefit Commencement Date, the portion of a survivor benefit payable to the Participant's Designated
Beneficiary attributable to a Participant's 409A Survivor Benefit shall commence as of the first day of the month following the date the Participant would have attained age 55 or his date of death, if later.
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(e)
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Notwithstanding any other provision of the Supplemental Plan to the contrary, if the present value of the Participant's benefits under the
Supplemental Plan payable to a participant under Section 4.1 (and, if applicable, payable under the provisions of the SERP) is equal to or less than the applicable dollar amount under Section
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5.2
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Form of Payment
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(a)
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Except as otherwise provided in Section 5.3, unless a Participant has made an effective election under paragraph (b) below of
an optional form of payment, the 409A Supplemental Benefits payable to a Participant under Section 4.1 shall be paid in the form of a single life annuity for the life of the Participant.
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(b)
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Subject to paragraph (d) below, a Participant may elect to convert the portion of the benefit otherwise payable to him under the provisions of
this Section 5, which is to be paid in the form of a life annuity, into an optional benefit of Equivalent Actuarial value as provided in one of the options set forth below:
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(c)
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Such Equivalent Actuarial value shall be defined as set forth in Item I of Appendix A of the Retirement Plan.
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(d)
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Notwithstanding the foregoing, subject to the provisions of Section 409A of the Code, a Participant's election to receive the
portion of his Supplemental Benefit payable under Section 4.1 in the form of a life annuity in an optional form as described in paragraph (b) above shall be effective as of the Benefit Commencement Date applicable to that portion of the
Participant's benefit, provided that the Participant makes and submits to the Committee his election of such optional form prior to his Benefit Commencement Date. A Participant who fails to elect an optional form of benefit payment in a
timely manner shall receive his benefit in accordance with paragraph (a) of this section 5.2.
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(e)
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Notwithstanding the foregoing and except as otherwise provided in Section 5.3, a Participant's 409A Supplemental Disability
Benefit determined under Section 4.2 shall be paid in a single lump sum payment equal to the then equivalent actuarial value of the 409A Supplemental Disability Benefit. For purposes of this clause (e),
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5.3
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Special Provision Applicable to Certain Members of the SERP
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(a)
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Notwithstanding any Supplemental Plan provision to the contrary, payment of the 409A Supplemental Benefit payable to a
Participant who is a member of the 1989 SERP on January 1, 2009, shall be paid in the same form as the Participant's 409A Additional Benefit, if any, (as defined in the 1989 SERP) is paid pursuant to the provisions of Section 3.5(b)(i) of
the 1989 SERP. The 409A Supplemental Benefit paid under this Section shall be of Equivalent Actuarial value to the Participant's 409A Supplemental Benefit payable over his lifetime as determined under
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(b)
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(i) Notwithstanding any provision of the Supplemental Plan to the contrary, if a Participant who is entitled to a benefit under Section 5.1 of
the 2005 SERP has made an election under Section 5.l(a) of the 2005 SERP to receive such benefit in the form of a life annuity, the Participant's 409A Supplemental Disability Benefit payable pursuant to Section 4.2 shall be paid in the
form of a life annuity, unless the Participant has made a valid optional annuity form of payment election under Section 5.2 hereof.
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(c)
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Notwithstanding any Supplemental Plan provision to the contrary, the survivor benefit payable hereunder to a Participant's Designated Beneficiary
due to the death of the Participant prior to his Separation from Service, shall be paid in the same form as any Pre-Retirement Survivor Benefit attributable to such Participant's 409A Additional Benefit (as defined in the 1989 SERP) is paid
under the SERP. The survivor benefit payable under this paragraph (c) shall be of Actuarial Equivalent value (as defined in Section 6.3) to the survivor benefit attributable to the Participant's 409A Supplemental Benefit that would have
been payable for the life of the Designated Beneficiary.
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5.4
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Timing of Payment for "Specified Employees"
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5.5
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Grandfathered Supplemental Benefits
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6.1
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Notwithstanding the foregoing, upon the occurrence of a Change of Control (as such term is defined in Section 4.2 of the 2005 SERP), all former
Participants or Beneficiaries of former Participants then receiving or then entitled to receive a 409A Supplemental Benefit or 409A Supplemental Disability Benefit under Section 4 of the Supplemental Plan shall automatically receive, in a
single lump sum payment, the actuarial equivalent value of the remaining 409A Supplemental Benefit or 409A Supplemental Disability Benefit payments due to such former Participant or Beneficiary as of the date the Change of Control occurs.
If such former Participant (or Beneficiary) dies after the Change of Control occurs but before receiving such single lump sum payment, the single lump sum payment shall be made to the Participant's Designated Beneficiary, otherwise to his
estate.
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6.2
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Notwithstanding any Plan provision to the contrary, upon a Participant's Separation from Service for any reason within two
years following the date a Change of Control occurs, such Participant shall automatically receive, in a single lump sum payment, the actuarial equivalent value of his Supplemental Benefit accrued under Section 4 of the Supplemental Plan as
of his date of Separation from Service. If such Participant dies after his Separation from Service within two years of a Change of Control but before receiving
such single lump sum payment, such single lump sum payment shall be made to his Designated Beneficiary, otherwise to his estate.
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6.3
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The amount of a single lump sum payment made pursuant to the provisions of this Section 6 shall be calculated in the same
manner and on the same actuarial equivalent basis utilized to calculate a lump sum payment under Option 6 as set forth in Section 5.02 of the Retirement Plan. The
lump sum payment shall be based on the age of the former Participant or Beneficiary on the date the Change of Control occurs or the date of the Participant's Separation from Service with the Company and all Affiliated Companies, if later.
The calculation of the lump sum payment hereunder represents a complete settlement of all benefits accrued on the Participant's (or former Participant's) behalf under the Supplemental Plan.
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6.4
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Notwithstanding the foregoing, Section 3(b) of the Supplemental Plan as in effect on October 3, 2004 shall be applicable to a Participant's
Grandfathered Supplemental Benefit, except that the definition of the term "Change of Control" (as defined therein) shall be revised to be the later of a "Change of Control" (as such term is defined in Section 4.2 of the 2005 SERP or a
"Change of Control" as defined in Section 3(b) of the Supplemental Plan as in effect on October 3, 2004 without regard to any amendments after such date which would constitute a material modification for purposes of Section 409A of the
Code.
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9.1
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Funding
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9.2
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No special or separate fund shall be established, and no segregation of assets shall be made, to assure the payments thereunder. No Participant
hereunder shall have any right, title, or interest whatsoever in any specific assets of the Corporation. Nothing contained in the Supplemental Plan and no action taken pursuant to its provisions shall create or be construed to create a
trust of any kind or a fiduciary relationship between the Corporation and a Participant or any other person. To the extent that any person acquires a right to receive payments under the Supplemental Plan, such right shall be no greater than
the right of any general unsecured creditor of the Corporation.
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9.3
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Facility of Payment
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9.4
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Acceleration of or Delay in Payments,
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9.6
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Administration
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9.7
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Withholding of Taxes
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9.8
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Mergers/Transfers
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9.9
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Amendment or Termination of Supplemental Plans
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9.10
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Compliance
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9.11
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Construction
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(a)
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The Supplemental Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of
management or highly compensated employees and therefore exempt from the requirements or Sections 201, 301 and 401 of ERISA. All rights hereunder shall be governed by and construed in accordance with the laws of the State of New York
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(b)
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The captions preceding the sections and articles hereof have been inserted solely as a matter of convenience and in no way
define or limit the scope or intent of any provisions of the Supplemental Plan.
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A.
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The Members listed below shall be eligible for the following annual Additional Supplemental Benefit, commencing as of May 1,
2008:
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Additional Supplemental Benefit
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Form of Payment
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Collins, Kenneth
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$
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12,894.72
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100% Joint & Survivor Annuity*
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Higham, J.E. Adrian
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$
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10,374.24
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Life Annuity
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McMullin, Ruth
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$
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8,196.60
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Life Annuity
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B.
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Effective as of October 1, 2009, the provisions of this Part B of this Appendix A are applicable only to Mr. Gregory St. John.
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1.
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If Mr. St. John (a) incurs a Separation from Service for any reason, on or after the date he attains the age of 62, and regardless of his length of service at the time of such
Separation from Service, or (b) is involuntarily terminated from employment by the Company except for "Cause" (as such term is defined in Section 4.3 of Part B
of the SERP) prior to attaining age 62, or (c) dies prior to incurring a Separation from Service, Mr. St. John shall be entitled to receive an additional supplemental benefit ("Additional Supplemental Benefit"). Such Additional
Supplemental Benefit shall be equal to the difference, if any, between (x) the benefit calculated under the provisions of Section 4.1(a) of the Supplemental Plan based on (i) his years of Benefit Service as defined in and accrued under the terms of the Employees' Retirement Plan of John Wiley & Sons, Inc. (the "Retirement Plan") as of the date of his Separation from
Service or June 30, 2013, if earlier plus (ii) the additional years of Benefit Service he would have accrued if the period of his employment with Allen R. Liss
Company prior to June 16, 1989 was recognized as Benefit Service under the terms of the Retirement Plan, and (y) the benefit calculated under the provisions of Section 4.l(a) of the Supplemental Plan based on his actual years of Benefit
Service accrued under the terms of the Retirement Plan as of the date of his Separation from Service or June 30, 2013, if earlier.
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2.
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Any Additional Supplemental Benefit payable under the provisions of this Part B of Appendix A shall be paid pursuant to the
provisions of Section 5 of the Supplemental Plan in the same form and at the same time as the Supplemental Benefit, if any, payable to, or on behalf of, Mr. St John under the provisions of Section 4 of the Excess Plan.
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C.
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Effective as of August 1, 2010, the provisions of this Part C of this Appendix A are applicable only to Mr. William B. Zerter.
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1.
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If Mr. Zerter incurs a Separation from Service (as such term is defined in Section 2.6 of the Excess Plan) for any reason on or after the date he attains the age of 65, and regardless of his length of service at the
time of such Separation from Service, he shall be entitled to receive an annual supplemental benefit in addition to any supplemental benefit payable under the provisions
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2.
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If Mr. Zerter incurs a Separation from Service for any reason prior to the date he attains the age of 65, he shall be entitled
to a reduced Additional Supplemental Benefit equal to
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3.
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The Additional Supplemental Benefit payable to Mr. Zerter under the provisions of this Part C of Appendix A shall be paid
pursuant to the provisions of Section 5 of the Supplemental Plan in the same form and at the same time as a Supplemental Benefit, if any, payable to, or on behalf of, Mr. Zerter under the provisions of Section 4 of the Supplemental Plan.
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