1.12	“Company Contributions” shall mean the amount of contributions credited on behalf of a Participant pursuant to Section 4.01.

1.13	“Compensation” shall have the meaning set forth in the Savings Plan.

1.14	“Compensation Committee” shall mean the Executive Compensation & Development Committee of the Board of Directors (formerly known as the Governance and Compensation Committee).

1.15	“Deferral Account” shall mean the bookkeeping account (or subaccount(s)) maintained for each Participant to record the amount of Base Salary and/or Bonus deferred on his behalf in accordance with Article 3 on or after January 1, 2005, adjusted pursuant to Article 5.

1.16

“Deferral Agreement” shall mean the completed agreements, including any amendments, attachments and appendices thereto, in such form approved by the Plan Administrator, between an Eligible Executive and the Company, under which the Eligible Executive agrees to defer a portion of his Base Salary or Bonus under the Plan.

1.17	“Deferrals” shall mean the amount of deferrals credited to a Participant pursuant to Section 3.02.

1.18	“Effective Date” shall mean March 1, 1995.

1.19

“Eligible Employee” shall mean an Employee of the Company who (i) with respect to the Plan Year commencing January 1, 2013 is eligible to participate in the Plan as provided in Section 2.01(d), and (ii) with respect to Plan Years commencing on or after January 1, 2014 is eligible to participate in the Plan as provided in Section 2.01(e).

1.20

“Eligible Executive” shall mean a common law employee of the Company who is a member of a “select group of management or highly compensated employees” and who (i) with respect to Plan Years commencing prior to January 1, 2014 is designated as eligible to participate in this Plan by the Compensation Committee, and (ii) with respect to Plan Years beginning on or after January 1, 2014 is eligible to make a deferral election under the Plan as provided in Section 2.01(a), 2.01(b) or 2.01(c).

1.21	“Employee” shall have the meaning set forth in the Savings Plan.

1.22	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.23

“Excess Company Contribution Account” shall mean the bookkeeping account (or subaccount(s)) maintained for each Participant to record the amount of Excess Company Contributions that are credited to a Participant in accordance with Section 4.02 on or after July 1, 2013, as adjusted pursuant to Article 5.

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1.24	“Excess Company Contributions” shall mean the amount of contributions credited on behalf of an Eligible Employee pursuant to Section 4.02.

1.25

“Grandfathered Company Account” shall mean the bookkeeping account (or subaccount(s)) maintained for a Participant to record the amount of Company Contributions credited to a Participant in accordance with Article 4 prior to January 1, 2005, which were vested as of December 31, 2004, adjusted pursuant to Article 5.

1.26	“Grandfathered Deferral Account” shall mean the bookkeeping account (or subaccount(s)) maintained for each Participant to record the amount of Base Salary and/or Bonus deferred in accordance with Article 3 prior to January 1, 2005, adjusted pursuant to Article 5.

1.27	“Participant” shall mean, except as otherwise provided in Article 2, each Eligible Executive who has executed a Deferral Agreement pursuant to the requirements of Section 2.01 and each Eligible Employee who has an amount credited to the Plan on his behalf pursuant to Article 4.

1.28

“Performance Bonus” shall mean the amount, if any, awarded to a common law employee of the Company under the Company’s performance bonus program, long-term bonus program or other bonus program approved by the Compensation Committee, including but not limited to the Executive Annual Incentive Plan and the Executive Long Term Incentive Plan; provided that such amounts qualify as performance-based compensation under Section 409A of the Code and the regulations promulgated thereunder.

1.29	“Performance Period” shall mean the period of at least 12 months over which an individual and/or company performance criteria is measured for purposes of a Company bonus program.

1.30

“Plan” shall mean the Deferred Compensation Plan of John Wiley & Sons, Inc. as set forth in this document, as it may be amended from time to time. However, to the extent permitted or required under Section 409A of the Code, the term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as single plan under such section.

1.31	“Plan Administrator” shall mean the employees of the Company appointed by the Administrative Committee with the responsibilities set forth in this Plan.

1.32	“Plan Year” shall mean the calendar year, except that the first Plan Year began on the Effective Date.

1.33	“Retirement” shall mean a Separation from Service on or after the date a Participant has attained age 55.

1.34	“Retirement Plan” shall mean the Employees’ Retirement Plan of John Wiley & Sons, Inc., as amended from time to time.

1.35	“Savings Plan” shall mean the John Wiley & Sons, Inc. Employees’ Savings Plan, as amended from time to time.

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1.36	“Separation from Service” shall mean a “Separation from Service” as such term is defined under the terms of the John Wiley & Sons Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2014.

1.37	“Specified Employee” shall mean “Specified Employee” as such term is defined under the terms of the John Wiley & Sons Inc. Supplemental Executive Retirement Plan as amended and restated effective as January 1, 2014.

1.38	“Statutory Compensation Limitation” shall mean the limitations set forth in Section 401(a)(17) of the Code as in effect each calendar year for the Savings Plan.

1.39

“Unforeseeable Emergency” shall mean a severe financial hardship to a Participant resulting from (a) an illness or accident of the Participant or the Participant’s spouse, beneficiary or dependent (as defined in Section 152 of the Code, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)), (b) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to the home not otherwise covered by insurance) or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant; provided, however, that an Unforeseeable Emergency shall only exist to the extent the severe financial hardship would constitute an Unforeseeable Emergency under Section 409A of the Code, related regulations and other applicable guidance.

1.40	“Valuation Date” shall mean the close of each business day on which the New York Stock Exchange is open for business, or such other day or days as the Plan Administrator may determine.

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ARTICLE 2. PARTICIPATION

2.01	Eligibility

(a)

(i) An Employee of the Company who is at a salary grade 18 or higher (or such other salary grade designated by the Administrative Committee) in the current Plan Year shall be an Eligible Executive with respect to the next-following Plan Year and may elect to participate in this Plan by executing a Deferral Agreement authorizing Deferrals with respect to his Base Salary payable in the next- following Plan Year, provided such election is made by December 31^st of the current Plan Year.

(ii)

Effective with respect to Plan Years beginning on and after January 1, 2014, an Employee who (1) was an Employee on the first day of the Performance Period beginning in that Plan Year, and (2) is an Employee who on September 1^st (October 1^st for Plan Years beginning on and after January 1, 2016) of that same Plan Year (or such other date in that Plan Year, as designated by the Administrative Committee, and in all events consistent with the requirements of Section 409A of the Code) is at a salary grade 18 or higher, shall be an Eligible Executive with respect to the Performance Period in which such date occurs and may elect to participate in this Plan by executing a Deferral Agreement authorizing Deferrals with respect to his Bonus, if any, payable in the Plan Year following such September 1^st or October 1^st, as applicable.

(b)

The Administrative Committee, may, in its sole discretion, designate other key employees of the Company or an Affiliate which has been authorized by the Compensation Committee to participate in the Plan, who are members of a select group of management or highly compensated employees, as eligible to participate in the Plan pursuant to the provisions of Article 3.

(c)

(i) With respect to the Plan Year commencing on January 1, 2013 (the “2013 Plan Year”), an Employee who was a participant in the Retirement Plan on June 30, 2013, shall be an Eligible Employee for the portion of the 2013 Plan Year beginning on July 1, 2013 during which he or she is eligible to participate in the Savings Plan and his Compensation during that portion of the 2013 Plan Year exceeds the applicable pro-rata portion of the Statutory Compensation Limitation in effect for the 2013 Plan Year.

(ii)

With respect to the Plan Year commencing on January 1, 2013, an Employee who was employed by the Company on or after July 1, 2012 but is not a participant in the Retirement Plan on June 29, 2013 shall be an Eligible Employee for the portion of the 2013 Plan Year during which he or she is eligible to participate in the Savings Plan during 2013 and his Compensation in that Plan Year exceeds the Statutory Compensation Limitation in effect for the 2013 Plan Year.

(d)	Effective with respect to Plan Years commencing on or after January 1, 2014, an Employee shall be an Eligible Employee for the portion of any Plan Year during which

(i)	the Employee is eligible to participate in the Savings Plan and (ii) the Eligible Employee’s Compensation in that Plan Year exceeds the Statutory Compensation Limitation in effect for that particular Plan Year.

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2.02	In General

(a)

An Eligible Executive shall become a Participant as of the earlier of (i) the date a Company Contribution or Excess Company Contribution is credited on his behalf in accordance with Article 4 or (ii) the date such Eligible Executive first files an effective Deferral Agreement with the Plan Administrator or its delegate; provided, however, such Deferral Agreement shall be effective for purposes of deferring Base Salary or Bonus only as provided in Article 3.

(b)

The Deferral Agreement shall be in writing (or in electronic format) and be properly completed in the format approved by the Plan Administrator (or its delegate) who shall be the sole judge of the proper completion thereof. Such Deferral Agreement shall provide, subject to the limitation specified in Section 3.02, for the deferral of a portion of the Eligible Executive’s Base Salary and Bonus and shall include such other provisions as the Administrative Committee deems appropriate.

(c)	An Eligible Employee shall become a Participant on the date a Company Contribution or Excess Company Contribution is credited on his behalf in accordance with Article 4.

2.03	Termination of Participation

(a)	Participation shall cease upon termination of a Participant’s employment with the Company or his Separation from Service, if earlier, unless the Participant is entitled to benefits under the Plan, in which event his participation shall terminate when those benefits are distributed to him.

(b)

Subject to the provisions of Section 3.01, a Participant shall only be eligible to have Deferrals or Company Contributions credited on his behalf in accordance with Article 3 or 4, for as long as he remains an Eligible Executive. Subject to the provisions of Article 4, a Participant shall only be eligible to have Excess Company Contributions credited on his behalf in accordance with Sections 4.02 for as long as he remains an Eligible Employee or Eligible Executive.

(c)	If a former Participant whose participation in the Plan ceased under Section 2.02(a) or 2.02(c) is reemployed or reinstated as an Eligible Executive or Eligible Employee, the former Participant may again become a Participant in accordance with the provisions of Sections 2.01 and 2.02.

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ARTICLE 3. DEFERRALS

3.01	Deferral Elections

(a)

(i) Subject to the following provisions of this Section, prior to the close of an annual enrollment period established by the Administrative Committee or its delegate in any Plan Year, an Eligible Executive may elect, subject to Section 3.02(a) below, to defer a portion of his Base Salary that is otherwise earned and payable in the next calendar year by filing a Deferral Agreement with the Plan Administrator or its delegate. If an employee becomes an Eligible Executive after January 1 in any Plan Year, he may not elect to defer Base Salary for that year. If an employee is first employed by the Company after the close of the annual enrollment period and becomes an Eligible Executive prior to the beginning of the next Plan Year, he may elect, subject to following provisions of this Section and Section 3.02(a) below, to defer a portion of his Base Salary that is otherwise earned and payable in the next calendar year by filing a Deferral Agreement with the Plan Administrator or its delegate no later than the last business day of the Plan Year in which he became an Eligible Executive.

(ii)

Subject to the following provisions of this Section, prior to the close of an annual enrollment period established by the Administrative Committee or its delegate, an Eligible Executive who was employed on the first day of a Performance Period and who remains continuously employed through the date his Deferral Agreement is submitted, may elect to defer a portion of his Bonus earned with respect to that Performance Period but which is otherwise payable in the next calendar year; provided the Deferral Agreement is filed with Plan Administrator or its delegate no later than six months before the end of the applicable Performance Period.

(b)

The Eligible Executive shall submit the Deferred Agreement in the manner specified by the Plan Administrator and a Deferral Agreement that is not timely filed shall be considered void and shall have no effect. The Plan Administrator shall establish procedures that govern deferral elections under the Plan, including the ability to make separate elections for Base Salary and Bonuses. A Participant’s election to defer a portion of Base Salary for any Plan Year shall become irrevocable on the date established by the Administrative Committee or its delegate but no later than the last day of the calendar year preceding the calendar year in which the Base Salary is earned. A Participant’s election to defer a portion of Bonus earned with respect to the Performance Period beginning in the Plan Year shall become irrevocable on the date established by the Administrative Committee or its delegate, but no later than six months prior to the end of the applicable Performance Period. A Participant may revoke or change his election to defer a portion of Base Salary or Bonus at any time prior to the date the election becomes irrevocable. Any such revocation or change shall be made in a form and manner determined by the Plan Administrator.

(c)

A Participant’s Deferral Agreement shall apply only with respect to Base Salary earned in the Plan Year following the Plan Year in which the Deferral Agreement is filed with the Plan Administrator or its delegate under Section 3.01(a). A Participant’s Deferral Agreement shall only apply to a Bonus which is not readily ascertainable at the time the

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Deferral Agreement is filed with the Plan Administrator under Section 3.01(a). An election to defer a Bonus will be void if the Bonus becomes payable as a result of the Participant’s death or disability (as defined in Treasury Regulations Section 1.409A- 1(e)) or under a Change of Control prior to the end of the Performance Period. An Eligible Executive must file, in accordance with the provisions of Section 3.01(a), a new Deferral Agreement for each Plan Year the Eligible Executive desires to defer a portion of Base Salary or Bonus.

(d)

If a Participant ceases to be an Eligible Executive after the date a deferral election becomes irrevocable but continues to be employed by the Company, he shall continue to be a Participant and his Deferral Agreement currently in effect shall remain in force for the remainder of the applicable Plan Year or Performance Period, but such Participant shall not be eligible to defer any portion of his Base Salary or Bonus earned in a subsequent Plan Year or Performance Period (as applicable) until such time as he shall once again become a Eligible Executive.

(e)	Notwithstanding anything in this Plan to the contrary, if an Eligible Executive

(i)	receives a withdrawal of deferred cash contributions on account of hardship from any plan which is maintained by the Company and which meets the requirements of Section 401(k) of the Code, and

(ii)

is precluded from making contributions to such 401(k) plan for at least 6 months after receipt of the hardship withdrawal, the Eligible Executive’s Deferral Agreements with respect to Base Salary or Bonus in effect at that time shall be cancelled. Any Base Salary or Bonus payment which would have been deferred pursuant to that Deferral Agreement but for the application of this Section 3.01(e) shall be paid to the Eligible Executive as if he had not entered into the Deferral Agreement.

3.02	Amount of Deferral

(a)

An Eligible Executive may defer up to 25% of Base Salary and up to 100% of Bonus; provided the total amount of Bonus and Base Salary deferred in a calendar year beginning prior to January 1, 2009 shall not exceed 25% of the sum of the Eligible Executive’s projected Base Salary for such calendar year and the Bonus received by the Eligible Executive in such calendar year.

(b)

At the direction of the Compensation Committee, the Administrative Committee may establish such other maximum or minimum limits on the amount of Base Salary or Bonus which may be deferred and/or the timing of such deferral. Eligible Executives shall be given written notice of any such limits prior to the date they take effect.

3.03	Crediting to Deferral Account

The amount of Deferrals shall be credited to such Participant’s Deferral Account no later than the first business day of the first calendar month following the date the Base Salary or Bonus would have been paid to the Participant in the absence of a Deferral Agreement.

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3.04

Vesting

Except as otherwise provided in Section 8.12, a Participant shall at all times be 100% vested in his Deferral Account.

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ARTICLE 4. COMPANY CONTRIBUTIONS

4.01	Amount of Company Contributions

To the extent the Company is prevented from making Company Contributions under Section 3.03 of the Savings Plan on behalf of a Participant in any calendar year beginning prior to January 1, 2014 in which he is a Participant hereunder by reasons of the limitation imposed on contributions by Section 402(g)(1) of the Code or the limitation on compensation imposed by Section 401(a)(17) of the Code, such excess Company Contributions will be credited under this Plan with respect to deferrals made regarding Base Salary pursuant to Section 3.01, to the extent the amount of such Deferrals when added to the amount of deferred cash contributions the Participant has made under the Savings Plan during such calendar year do not exceed the amount of deferred cash contributions the Participant would have made pursuant to his deferred cash contribution election in effect under the Savings Plan during such calendar year, without reference to the limitation imposed on contributions by Section 402(g)(1) of the Code or the limitation imposed on compensation by Section 401(a)(17) of the Code.

4.02	Excess Company Contributions

(a)	Excess Basic Contributions:

(i)

With respect to the period commencing July 1, 2013 and ending December 31, 2013 the Company shall credit, in accordance with the provisions of Section 4.03, to the Excess Company Contribution Account of a Participant who is an Eligible Executive or an Eligible Employee described in Section 2.01(d)(i) and who in either case is entitled to basic retirement contributions under Section 3.04(a)(ii) of the Savings Plan, an Excess Basic Contribution equal to (1) three

(3) percent of the portion of such Eligible Employee’s Compensation paid during the period July 1, 2013 through December 31, 2013 that exceeds $127,500 (i.e., the pro-rata portion of the Statutory Compensation Limitation for that portion of 2013) plus (2) three (3) percent of the Eligible Executive’s Base Salary and Bonus, if any, that would have otherwise been paid during the period beginning July 1, 2013 and ending on December 31, 2013 had it not been deferred under the provisions of Section 3.01(a).

(ii)

The Company shall credit each year, in accordance with the provisions of Section 4.03, to the Excess Company Contribution Account of a Participant who is an Eligible Executive or Eligible Employee described in Section 2.01(d)(ii) and who in either case is entitled to basic retirement contributions under the provision of Section 3.04(a)(i) of the Savings Plan, an Excess Basic Contribution equal to (1) three (3) percent of the portion of his Compensation paid in 2013 while an Eligible Employee that exceeds the Statutory Compensation Limitation for 2013 plus (2) three (3) percent of such Eligible Executive’s Base Salary and Bonus, if any, that would have otherwise been paid during 2013 had it not been deferred under the provisions of Section 3.01(a).

(iii)

With respect to a Participant who is an Eligible Employee and Eligible Executive for Plan Years commencing on and after January 1, 2014, the amount of Excess Basic Contributions credited to such Participant’s Excess Company Contribution

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Account for a Plan Year shall be equal to the sum of (1) three percent of the portion of such Participant’s Compensation earned in that particular Plan Year while an Eligible Employee that exceeds the Statutory Compensation Limitation for that Plan Year, and (2) three percent of his Base Salary and Bonus, if any, that would have otherwise been paid during that calendar year had it not been deferred under the provisions of Section 3.01(a).

(iv)

For avoidance of doubt, Excess Basic Contributions shall only be credited under the provisions of this paragraph (a) on behalf of a Participant who is an Eligible Employee or Eligible Executive if he is eligible to receive Basic Contributions (as that term is defined in the Savings Plan) under the terms of the Savings Plan for that period.

(b)	Excess Matching Contributions:

(i)

With respect to a Participant who is an Eligible Employee or an Eligible Executive for Plan Years commencing on and after January 1, 2014, the amount of Excess Matching Contributions credited to such Participant’s Excess Company Contribution Account for a Plan Year shall be equal to his “Effective Rate of Match” (as such term is defined in subparagraph(ii) below) for that Plan Year multiplied by (1) the portion of his Compensation earned while an Eligible Employee in that particular Plan Year that exceeds the Statutory Compensation Limitation for that Plan Year plus (2) the portion of his Base Salary and Bonus, if any, that would have otherwise been paid in that particular Plan Year had it not been deferred under the provisions of Section 3.01(a).

(ii)

For purposes of this paragraph (b), a Participant “Effective Rate of Match” for a particular Plan Year shall be determined by dividing (1) the dollar amount of Matching Contribution (as such term is defined under the provisions of the Savings Plan) he received under the terms of the Savings Plan for that Plan Year by (2) the amount of his Compensation (as defined under the terms of the Savings Plan) for such Plan Year as limited by the provisions of Section 401(a)(17) of the Code.

(iii)

For avoidance of doubt, Excess Matching Contributions shall only be credited on behalf of a Participant who is an Eligible Employee or Eligible Executive if he is eligible to receive Matching Contributions (as that term is defined in the Savings Plan) under the terms of the Savings Plan for that period.

(c)	Excess Profit Sharing Contributions:

(i)

With respect to the period commencing July 1, 2013 and ending December 31, 2013, the Company shall credit, in accordance with the provisions of Section 4.03, to the Excess Company Contribution Account of a Participant (1) who is an Eligible Executive or Eligible Employee as defined in Section 2.01(d)(i), (2) who in either case is entitled to a discretionary profit sharing contribution under the provisions of Section 3.05(a) of the Savings Plan, and (3) who was a participant in the Retirement Plan on June 30, 2013, an Excess Profit Sharing Contribution equal to the profit sharing percentage allocated under the provisions of the Savings Plan with respect to the Plan Year ending December

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31, 2013, if any, multiplied by (A) the portion of such Eligible Executive’s or Eligible Employee’s Compensation paid during the period July 1, 2013 through December 31, 2013 that exceeds $127,500 (i.e., the pro-rata portion of the Statutory Compensation Limitation for 2013), plus (B) the portion of such Eligible Executive’s Base Salary and Bonus, if any, that would have otherwise been paid during the period beginning July 1, 2013 and ending on December 31, 2013 had it not been deferred under the provisions of Section 3.01(a).

(ii)

With respect to the period commencing January 1, 2013 and ending December 31, 2013, the Company shall credit, in accordance with the provisions of Section 4.03, to the Excess Company Contribution Account of a Participant (1) who is an Eligible Executive or Eligible Employee defined in Section 2.01(d)(ii), (2) who in either case is a entitled to a discretionary profit sharing contribution under the provisions of Section 3.05(a) of the Savings Plan, and (3) who was a participant in the Retirement Plan on June 30, 2013, an Excess Profit Sharing Contribution equal to the profit sharing percentage allocated under provisions of the Savings Plan, if any, with respect to the Plan Year ending December 31, 2013, multiplied by (A) the portion of his Compensation paid during 2013 while an Eligible Executive or Eligible Employee that exceeds the Statutory Compensation Limitation for 2013, plus (B) the portion of such Eligible Executive’s Base Salary and Bonus, if any, that would have otherwise been paid during 2013 had it not been deferred under the provisions of Section 3.01(a).

(iii)

With respect to Eligible Employees and Eligible Executives for Plan Years commencing on and after January 1, 2014, the amount of Excess Profit Sharing Contributions, if any, credited to a Participant’s Excess Company Contribution Account for a Plan Year shall be equal to the sum of (1) the profit sharing percentage allocated under provisions of the Savings Plan, if any, with respect to Compensation paid in that Plan Year multiplied by (1) the portion of his Compensation in that particular Plan Year that exceeds the Statutory Compensation Limitation in effect for that Plan Year, and (2) such Eligible Executive’s Base Salary and Bonus, if any, that would have otherwise been paid in that particular Plan Year had it not been deferred under the provisions of Section 3.01(a).

(iv)

For avoidance of doubt, Excess Profit Sharing Contributions shall only be credited on behalf of an Eligible Employee or Eligible Executive if he is eligible to receive such Profit Sharing Contributions (as that term is defined in the Savings Plan) under the provisions of the Savings Plan for that period.

4.03	Crediting to Company (Pre-2014) Matching Account and Excess Company Contribution Account

(a)	The Company Contributions determined pursuant to Section 4.01 shall be credited to a Participant’s Company Account as soon as administratively practicable following the close of each calendar year.

(b)	(i) The Excess Basic Contributions credited on a Participant’s behalf pursuant to Section 4.02(a)(i) or 4.02(a)(ii) shall be credited to his Excess Company Contribution Account, as soon as administratively practicable following the close of the 2013 Plan Year.

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(ii) The Excess Basic Contributions credited on a Participant’s behalf pursuant to Section 4.02(a)(iii) shall be credited to his Excess Company Contribution Account at the same time as they would have been credited to his accounts under the Savings Plan if not for the application of the Statutory Compensation Limitations or, if applicable, at the same time as they would have been credited to his accounts under the Savings Plan if not for the Participant’s election to defer said Base Salary or Bonus under the terms of this Plan.

(c)

The Excess Matching Contributions credited on a Participant’s behalf pursuant to Section 4.02(b) shall be credited to a Participant’s Excess Company Contribution Account as soon as administratively practicable following the close of each calendar year (or such other date in the calendar year as designated by the Administrative Committee).

(d)

The Excess Profit Sharing Contributions, if any, credited on a Participant’s behalf pursuant to Section 4.02(c) shall be credited to a Participant’s Excess Company Contribution Account as soon as administratively practicable following the close of each fiscal year of the Company (or such other date as designated by the Administrative Committee).

4.04

Vesting

Except as otherwise provided in this Section 4.04 or in Section 8.12, a Participant shall vest in the Company Contributions made on his behalf under Section 4.01, adjusted pursuant to Article 5, at the same rate at which such contributions would have vested under the Savings Plan had they been contributed thereunder. In the event a Participant terminates employment prior to vesting in all or any part of the Company Pre-2014 Matching Contributions made on his behalf, such Company (Pre-2014) Matching Account shall be forfeited to the Company and shall not be restored even if the Participant is subsequently re-employed by the Company.

Notwithstanding the forgoing, effective as of January 1, 2014, a Participant who is a common law employee of the Company or an Affiliated Company (as defined in the Savings Plan) on January 1, 2014 shall be 100 percent vested in, and have a nonforfeitable right to his Company (Pre-2014) Matching Account.

Except as otherwise provided in Section 8.12, a Participant shall at all times be 100% vested in his Excess Company Contribution Account.

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ARTICLE 5. MAINTENANCE OF ACCOUNTS

5.01	Adjustment of Account

(a)

As of each Valuation Date, a Participant’s Accounts shall be credited or debited with the amount of earnings or losses with which such Accounts would have been credited or debited, assuming it had been invested in one or more investment funds, or earned the rate of return of one or more indices of investment performance, designated by the Administrative Committee and elected by the Participant pursuant to Section 5.02 for purposes of measuring the investment performance of his Accounts.

(b)

The Administrative Committee shall designate at least one investment fund or index of investment performance and may designate other investment funds or investment indices to be used to measure the investment performance of a Participant’s Accounts. The designation of any such investment funds or indices shall not require the Company to invest or earmark their general assets in any specific manner. The Administrative Committee may change the designation of investment funds or indices from time to time, in its sole discretion, and any such change shall not be deemed to be an amendment affecting Participants’ rights under Section 7.02.

5.02	Investment Fund or Performance Elections

In the event the Administrative Committee designates more than one investment fund or index of investment performance under Section 5.01, each Participant shall file an investment election with the Plan Administrator with respect to the investment of his Accounts within such time period and on such form as the Administrative Committee may prescribe. The election shall designate the investment fund or funds or index or indices of investment performance which shall be used to measure the investment performance of the Participant’s Accounts. If the Participant fails to make an investment election, his Accounts shall be invested in the default investment fund or index designated as such by the Administrative Committee.

5.03	Changing Investment Elections

(a)

A Participant may change his election in Section 5.02 used to measure the investment performance of his future Deferrals, Excess Company Contributions and Company Contributions, within such time periods and in such manner prescribed by the Administrative Committee. The election shall be effective as soon as administratively practicable after the date on which notice is timely filed or at such other time as the Administrative Committee shall determine.

(b)

A Participant may change his election of the investment fund or funds or index or indices used to measure the future investment performance of his existing Account balances, within such time periods and in such manner prescribed by the Administrative Committee. The election shall be effective as soon as administratively practicable after the date on which the notice is filed or at such other time as the Administrative Committee shall determine.

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5.04	Individual Accounts

The Plan Administrator shall maintain, or cause to be maintained on its books, records showing the individual balance of each Participant’s Accounts. At least once a year each Participant shall be furnished with a statement setting forth the value of his Accounts.

5.05	Valuation of Accounts

(a)	The Plan Administrator shall value or cause to be valued each Participant’s Accounts at least quarterly. On such Valuation Date there shall be allocated to the Accounts of each Participant the appropriate amount determined in accordance with Section 5.01.

(b)	Whenever an event requires a determination of the value of Participant’s Accounts, the value shall be computed as of the Valuation Date coincident with, or immediately following, the date of the event.

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ARTICLE 6. PAYMENT OF BENEFITS

6.01	Commencement of Payment – Deferral Account

(a)

Subject to the limitations set forth in this Article 6, each Plan Year a Participant elects to defer Base Salary and/or Bonus, the Participant shall designate on the applicable Deferral Agreement that the distribution of the portion of his Deferral Account attributable to such Plan Year shall commence, pursuant to Section 6.03, upon the occurrence of (i) or (ii) below:

(i)	the Participant’s Retirement, or

(ii)	a designated year not later than the year in which he attains age 70-1/2. A Participant may not elect a year that is less than five (5) years subsequent to the date he executed the Deferral Agreement.

(b)

(i) Subject to clause (ii) below, in the event a Participant elects to have Deferrals commence as of a designated year pursuant to Section 6.01(a), distribution of such Deferrals, adjusted pursuant to Article 5, shall be based on the last Valuation Date of such designated year and payment shall be made in the following January.

(ii)

In the event a Participant incurs a Separation from Service prior to his attaining Retirement or a designated year, as elected pursuant to Section 6.01(a), such election(s) shall become void and distribution of the Participant’s Deferral Account shall commence, pursuant to Section 6.03, in the seventh month following the month in which his Separation from Service occurs. The value of such distribution shall be determined as of the last Valuation Date of the month immediately preceding the month in which payment is to commence.

(iii)

If a Participant incurs a Separation from Service due to his Retirement, (1) the portion of his Deferral Account designated to be paid in a designated year(s) shall be paid in accordance with such election(s), and (2) the portion of his Deferral Account scheduled to be paid upon Retirement shall commence in the seventh month following the month in which the Participant’s Retirement occurs. The value of such distribution shall be determined as of the last Valuation Date of the month immediately preceding the month in which payment is to commence.

(c)

A Participant shall not be permitted to change his designation of the event which entitles him to distribution of any portion of his Deferral Account. However, a Participant who has elected a designated year distribution pursuant to Section 6.01(a)(ii) may change the designated year as provided in Section 6.08.

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6.02	Unforeseeable Emergency

Notwithstanding anything in the Plan or in a Deferral Agreement to the contrary, the Administrative Committee may, if it determines an Unforeseeable Emergency exists which cannot be satisfied from other sources, approve a request by the Participant for a withdrawal from his vested Accounts. Such request shall be made in a time and manner determined by the Administrative Committee. The payment made from a Participant's Deferral Account pursuant to the provisions of this Section 6.02 shall be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the distribution). Determinations of amounts necessary to satisfy the emergency need must take into account any additional compensation that is available, other than additional compensation that, due to the Unforeseeable Emergency, is available under another nonqualified deferred compensation plan but that has not actually been paid. This Section 6.02 is intended to comply with Section 409A of the Code, related regulations and any other applicable guidance and shall be interpreted accordingly so that distributions shall be permitted under this Section 6.02 only to the extent they comply with Section 409A of the Code and the regulations promulgated thereunder.

6.03	Method of Payment - Deferral Account

(a)

(i) Except as otherwise provided in this Article 6, upon a Participant’s Retirement, the payment of the portion of his Deferral Account that is attributable to Deferrals made pursuant to a Deferral Agreement executed prior to October 1, 2012 that is payable upon Retirement pursuant to Section 6.01(a)(i) shall be made in approximately equal annual installments for a period of fifteen years. A Participant shall not be permitted to change the form of payment.

(ii)

Except as otherwise provided in this Article 6, upon a Participant’s Retirement, the payment of the portion of a Participant’s Deferral Account that is attributable to Deferrals made pursuant to his Deferral Agreement(s) executed on or after October 1, 2012 and credited to his Deferral Account on and after January 1, 2013 that is payable upon Retirement pursuant to Section 6.01(a)(i) shall be made in approximately equal annual installments for a period of whole years not to exceed fifteen (15) years, as elected by the Participant. Such election of the number of annual installments (form of payment) shall be made by the Participant at the time he completes his Deferral Agreement with respect to a Deferral pursuant to Section 6.01(a)(i). A Participant shall not be permitted to change a form of payment election made pursuant to the provisions of this Section 6.03(a) (ii).

(iii)

Except as otherwise provided in this Article 6, the payment of the portion of a Participant’s Deferral Account attributable to Deferrals made pursuant to his Deferral Agreement(s) executed prior to October 1, 2012 that is payable as of a designated year pursuant to Section 6.01(a)(ii), shall be made in a single lump sum.

(iv)	Except as otherwise provided in this Article 6, the payment of the portion of a Participant’s Deferral Account that is attributable to Deferrals made pursuant to his Deferral Agreement(s) executed on or after October 1, 2012 and credited to

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his Deferral Account on and after January 1, 2013 that is payable as of a designated year pursuant to Section 6.01(a)(ii), shall be made in approximately equal annual installments for a period of whole years not to exceed five (5) years, as elected by the Participant. Such election of the number of annual installments (form of payment) shall be made by the Participant at the time he completes his Deferral Agreement with respect to a Deferral pursuant to Section 6.01(a)(ii).

(v)	Notwithstanding any other provision of the Plan to the contrary, if a Participant incurs a Separation from Service for reasons other than Retirement, the Participant’s Deferral Account shall be distributed to him in one lump sum payment.

(b)

During any installment payment period described in paragraph (a) of this Section 6.03, each portion of the Participant’s Deferral Account shall continue to be credited with earnings or losses as described in Section 5.01. The first installment shall be made as set forth in Section 6.01(b). Subsequent installments, if any, shall be paid in January of the year following the year in which the preceding installment was paid. The amount of each installment shall equal the balance in the applicable portion of the Participant’s Deferral Account as of the last Valuation Date of the month immediately preceding the month in which payment is to be made, divided by the number of remaining installments (including the installment being determined).

6.04	Method and Timing of Payment – Company (Pre-2014) Matching Account

(a)

Upon Separation from Service with the Company and all Affiliates for reasons other than death, the amount credited to a Participant’s Company (Pre-2014) Matching Account, to the extent vested under the terms of the Plan, shall be distributed to the Participant in one lump sum payment in the seventh month following the month in which such Participant’s Separation from Service occurs. The value of such distribution shall be determined as of the last Valuation Date in the month immediately preceding the month in which payment is to commence.

(b)	In the event the Participant incurs a Separation from Service for reasons other than death prior to vesting in all or any part of the amount credited to his Company (Pre-2014) Matching Account, such nonvested amount shall be forfeited.

(c)	In the event of a Participant’s death while employed by the Company or an Affiliated Company, his Company (Pre-2014) Matching Account shall be fully vested and payable to his Beneficiary in accordance with Section 6.06.

6.05	Method and Timing of Payment – Excess Contribution Company Account

(a)

Except as otherwise provided in this Article 6, upon a Participant’s Retirement, the payment of his Excess Contribution Company Account shall be made in approximately equal annual installments for a period of five years. During such payment period, that portion of the Participant’s Excess Contribution Company Account shall continue to be credited with earnings or losses as described in Section 5.01. The first installment shall be made as set forth in Section 6.01(b)(ii). Subsequent installments, if any, shall be paid in January of the year following the year in which the preceding installment was paid.

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The amount of each installment shall equal the balance in the applicable portion of the Participant’s Excess Contribution Company Account as of the last Valuation Date in the month immediately preceding the month in which payment is to be made, divided by the number of remaining installments (including the installment being determined).

(b)

Notwithstanding the foregoing, if a Participant incurs a Separation from Service for reasons other than Retirement or death, the Participant’s Excess Contribution Company Account shall be distributed to him, in one lump sum payment. The distribution of a Participant’s Excess Contribution Account shall be distributed in the seventh month following the month in which his Separation from Service occurs. The value of such distribution shall be determined as of the last Valuation Date of the month immediately preceding the month in which payment is to commence.

6.06	Designation of Beneficiary – Payment on Death of Participant

(a)

Each Participant shall file with the Plan Administrator a written designation of one or more persons as the Beneficiary who shall be entitled to receive the amount, if any, payable under the Plan upon his death pursuant to Sections 6.03, 6.04 and 6.05. A Participant may, from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Plan Administrator. The last such designation received by the Plan Administrator shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Plan Administrator prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no such Beneficiary designation is in effect at the time of a Participant’s death or if no designated Beneficiary survives the Participant, the Participant’s estate shall be his Beneficiary and shall receive the payment of the amount, if any, payable under the Plan upon his death. If the Participant has designated more than one Beneficiary and one or more Beneficiaries predecease the Participant, any death benefit that would have been payable to a deceased Beneficiary shall be proportionately allocated among the surviving Beneficiaries.

(b)

Notwithstanding any Plan provision to the contrary, in the event of the Participant’s death, his entire vested Account balances shall be paid to his Beneficiary in a single lump sum within 90 days of the end of the month in which the Participant’s death occurs. The value of such distribution shall be determined as of the last Valuation Date in the month immediately preceding the month in which payment is to be made. A Beneficiary may not elect, directly or indirectly, when within such 90-day period payment under this paragraph (b) shall be made.

6.07	Special Distribution Rules

(a)

Notwithstanding any Plan provisions to the contrary, the Plan Administrator, may in its sole discretion, elect to pay the value of the Participant’s Accounts (including the value of his Grandfathered Deferral Account and Grandfathered Company Account) upon a Separation from Service for any reason in a single lump sum payment if the balance of his Accounts does not exceed the then applicable dollar amount under Section 402(g)(1)(B) of the Code, provided such payment represents the complete liquidation of the Participant’s interest in the Plan.

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(b)

Notwithstanding any Plan provisions to the contrary, a distribution due to Separation from Service, but not distributions due to death, of a Participant who is a Specified Employee shall not commence earlier than the seventh month following the month in which such Participant’s Separation from Service occurs.

6.08	Change of Distribution Election

(a)

In accordance with such procedures as the Plan Administrator may prescribe, a Participant may elect to change his designated year election(s) under Section 6.01(a)(ii) applicable to the portion of his Deferral Account that is attributable to Deferrals made pursuant to his Deferral Agreement(s), as described in this Section 6.08

(b)

A Participant may elect to change his designated year election made pursuant to Section 6.01(a)(ii) to (i) a later designated year (but not later than his attainment of age 70-1/2), and/or (ii) a different installment period (from one (1) to five (5) years), by filing with the Plan Administrator a new commencement of distribution election form applicable to that portion of the Participant’s Deferral Account (or subaccounts thereof), subject to the following limitations:

(i)	Such election must be made at least 12 months prior to the designated year then in effect with respect to that portion of his Deferral Account (or subaccounts thereof), and such election will not become effective until at least 12 months after the date on which the election is made; and

(ii)

The distribution of that portion of his Deferral Account (or subaccount(s) thereof) shall be deferred for five years from the date such payment would otherwise have commenced absent this election (and, for the avoidance of doubt, may be in the form of either a lump sum or up to five (5) annual installments).

It is the Company’s intent that the provisions of Sections 6.08 comply with the subsequent election provisions of Section 409A(a)(4)(C) of the Code, related regulations and other applicable guidance, and this Section 6.08 shall be interpreted accordingly. The Plan Administrator may impose additional restrictions or conditions on a Participant's ability to make an election pursuant to this Section 6.08.

6.09	Change of Control

In the event there is a Change of Control and a Participant incurs a Separation from Service for any reasons within two years of the date such Change of Control occurs, then notwithstanding any other provisions of the Plan to the contrary and in lieu of any other benefit to which the Participant may be entitled under the Plan, the Participant shall receive a lump sum payment, payable in the seventh month following the month in which such Participant’s Separation from Service occurs equal to the balance of his Deferred, Excess Contribution Company and Company (Pre- 2014) Matching Accounts as of the last Valuation Date of the month immediately preceding the date payment is to be made.

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ARTICLE 7. AMENDMENT OR TERMINATION

7.01	Right to Terminate

The Company may, by action of the Board of Directors, terminate this Plan and the related Deferral Agreements at any time. To the extent consistent with the rules relating to plan terminations and liquidations in Treasury Regulation Section 1.409A-3(j)(4)(ix) or otherwise consistent with Section 409A of the Code, the Company may provide that, without the prior written consent of Participants, all of the Participants’ Accounts shall be distributed in a lump sum upon termination of the Plan. Unless so distributed, in the event of a Plan termination, the Company shall continue to maintain the Participants’ Accounts until distributed pursuant to the terms of the Plan and Participants shall remain 100% vested in all amounts credited to their Accounts.

7.02	Right to Amend

The Company may, by action of the Board of Directors, amend this Plan and the related Deferral Agreements at any time and for any reason. If any amendment to this Plan or to the Deferral Agreements shall adversely affect the rights of a Participant with respect to the vested Account balances of any Participant accrued as of the date of any such amendment, such Participant must consent in writing to such amendment prior to its effective date. Notwithstanding the foregoing, a change in any investment fund or index under Section 5.01 or the imposition of additional limits upon future deferral elections shall not be deemed to adversely affect any Participant’s rights. Any action to amend the Plan by the Board of Directors shall be taken in such manner as may be permitted under the by-laws of the Company. The Board of Directors of the Company delegated to the Administrative Committee on June 20, 2013 the authority to amend the Plan without the consent of the Board of Directors for the purpose of (i) conforming the Plan to the requirements of law, (ii) facilitating the administration of the Plan, (iii) clarifying provisions based on the Administrative Committee’s interpretation of the document and (iv) making such other amendments as the Board of Directors may authorize.

7.03	Uniform Action

Notwithstanding anything in this Plan to the contrary, any action to amend or terminate the Plan or the Deferral Agreements must be taken in a uniform and nondiscriminatory manner.

7.04	Compliance with Securities and Other Laws

Notwithstanding any Plan provision to the contrary, the Company may at any time impose such restrictions on the Plan and participation therein, including limiting the amount of any Bonus deferred or the timing thereof, as the Company may deem advisable from time to time in order to comply or preserve compliance with any applicable laws, including any applicable state and federal securities laws and exemptions from registration available thereunder.

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ARTICLE 8. GENERAL PROVISIONS

8.01	Administration

(a)

The Plan shall be administered by the Administrative Committee. Effective July 1, 2013, “Administrative Committee” shall mean the Benefits Administration Committee under the Savings Plan. The Administrative Committee shall have the exclusive responsibility and complete discretionary authority to control the operation, management and administration of the Plan, with all powers necessary to enable it properly to carry out such responsibilities, including, but not limited to, the power to interpret the Plan and any related documents, to establish procedures for making any elections called for under the Plan, to make factual determinations regarding any and all matters arising under the Plan, including, but not limited to, the right to determine eligibility for benefits, the right to construe the terms of the Plan, the right to remedy possible ambiguities, inequities, inconsistencies or omissions, and the right to resolve all interpretive, equitable or other questions arising under the Plan.

(b)

The Administrative Committee may delegate all or part of its administrative duties to one or more persons, whether or not such person or persons are members of the Administrative Committee or employees of the Company. The Administrative Committee (and, to the extent consistent with the scope of delegated administrative authority, the person or persons delegated authority hereunder) may engage agents and representatives, including recordkeepers and legal counsel, in connection with the administration of the Plan.

(c)	Any dispute between a Participant or Beneficiary and the Plan Administrator shall be subject to resolution by determination of the Administrative Committee.

(d)	All acts and decisions of the Administrative Committee shall be final, conclusive and binding upon all Participants, former Participants, Beneficiaries, and employees of the Company.

(e)

It is the intent of the Company that the Plan complies with Section 409A of the Code, related regulations and other applicable guidance promulgated with respect thereto and the provisions of the Plan shall be interpreted to be consistent therewith. Without limiting the foregoing, a Participant shall not be deemed to have experienced a Retirement until the Participant has had a "separation from service," as that term is used in Section 409A(a)(2)(A)(i) of the Code and defined in related regulations or other applicable guidance.

8.02	Unsecured Interest

Neither the Company nor the Administrative Committee in any way guarantees the performance of the investment funds or indices a Participant may designate under Article 5. No special or separate fund shall be established, and no segregation of assets shall be made, to assure the payments hereunder. No Participant hereunder shall have any right, title, or interest whatsoever in any specific assets of the Company. Nothing contained in this 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 Company and a Participant or any other person. To the extent that any person acquires a right to receive payments under this Plan, such right shall be no greater than the right of any unsecured creditor of the Company.

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8.03

Funding

(a)

All amounts payable in accordance with this Plan shall constitute a general unsecured obligation of the Company. Such amounts, as well as any administrative costs relating to the Plan, shall be paid out of the general assets of the Company, to the extent not paid by a grantor trust established pursuant to paragraph (b) below.

(b)

The Company may, for administrative reasons, establish a grantor trust for the benefit of Participants participating in the Plan. The assets of said trust will be held separate and apart from other Company funds, and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

(i)	the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of Title I of ERISA;

(ii)	the Company shall be treated as “grantor” of said trust for purposes of Section 677 of the Code; and

(iii)

said trust agreement shall provide that its assets may be used to satisfy claims of the Company’s general creditors, and the rights of such general creditors are enforceable by them under federal and state law.

8.04	No Contract of Employment

The existence of this Plan or of a Deferral Agreement does not constitute a contract for continued employment between an Eligible Executive, Eligible Employee or a Participant and the Company. Except as otherwise limited by the terms of any valid employment contract or agreement entered into between the Company and an Eligible Executive, Eligible Employee or Participant, the Company reserves the right to modify an Eligible Executive’s, Eligible Employee’s or Participant’s remuneration and to terminate an Eligible Executive, Eligible Employee or Participant for any reason and at any time, notwithstanding the existence of this Plan or of a Deferral Agreement.

8.05	Withholding Taxes

All payments under this Plan shall be net of an amount sufficient to satisfy any federal, state or local tax withholding requirements.

8.06	Nonalienation

Except insofar as may otherwise be required by law, no amount payable at any time under the Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person and any attempt to so alienate or subject any such amount, whether presently or thereafter payable, shall be void. If any person shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach, charge or otherwise encumber any amount payable under the Plan, or any part thereof, or if by reason of his bankruptcy or other event happening at

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any such time such amount would be made subject to his debts or liabilities or would otherwise not be enjoyed by him, then the Administrative Committee, if it so elects, may direct that such amount be withheld and that the same or any part thereof be paid or applied to or for the benefit of such person, his spouse, children or other dependents, or any of them, in such manner and proportion as the Administrative Committee deems proper.

8.07	Claims Procedure

The Plan Administrator shall provide adequate notice in writing to any Participant, former Participant or Beneficiary whose claim for a withdrawal or payment under this Plan has been denied, setting forth the specific reasons for such denial. A reasonable opportunity shall be afforded to any such Participant, former Participant or Beneficiary for a full and fair review by the Administrative Committee of a decision denying the claim. The Administrative Committee’s decision on any such review shall be final and binding on the Participant, former Participant or Beneficiary and all other interested persons.

8.08	Competency

If the Administrative Committee shall find that any person to whom any amount is or was payable hereunder is unable to care for his affairs because of illness or accident, or has died, then the Administrative Committee, if it so elects, may direct that any payment due him or his estate (unless a prior claim therefore has been made by a duly appointed legal representative) or any part thereof be paid or applied for the benefit of such person to his spouse, children or other dependents, to an institution maintaining or having custody of such person, or to any other person deemed by the Plan Administrator to be a proper recipient on behalf of such person otherwise entitled to payment, in such manner and proportion as the Administrative Committee may deem proper. Any such payment shall be in complete discharge of the liabilities of the Company and the Plan therefore.

8.09	Limitation of Liability

The Company, the members of the Compensation Committee and of the Administrative Committee, the Plan Administrator, and any officer, employee or agent of the Company or said Committees shall not incur any liability individually or on behalf of any other individuals or on behalf of the Company for any act or failure to act, made in good faith in relation to this Plan.

8.10	Indemnification

The Company, the members of the Compensation Committee and of the Administrative Committee, the Plan Administrator, and the officers, employees and agents of the Company and said Committees shall, unless prohibited by any applicable law, be indemnified against any and all liabilities arising by reason of any act or failure to act in relation to the Plan including, without limitation, expenses reasonably incurred in the defense of any claim relating to the Plan, amounts paid in any compromise or settlement relating to the Plan and any civil penalty or excise tax imposed by any applicable statue, if:

(a)	the act or failure to act shall have occurred

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(i)	in the course of the person’s service as an officer, employee or agent of the Company or as a member of the Compensation Committee or of the Administrative Committee, or as the Plan Administrator, or

(ii)	in connection with a service provided with or without charge to the Plan or to the Participants or Beneficiaries of the Plan, if such service was requested by the Compensation Committee or the Administrative Committee or the Plan Administrator; and

(b)	the act or failure to act is in good faith and in, or not opposed to, the best interests of the Company.

This determination shall be made by the Company and, if such determination is made in good faith and not arbitrarily or capriciously, shall be conclusive.

The foregoing indemnification shall be from the assets of the Company. However, the Company’s obligation hereunder shall be offset to the extent of any otherwise applicable insurance coverage under a policy maintained by the Company or any other person, or other source of indemnification.

8.11	Payment of Expenses

All administrative expenses of the Plan and all benefits under the Plan shall be paid from the general assets of the Company.

8.12	Forfeiture for Cause

In the event that a Participant shall at any time be convicted of a crime involving dishonesty or fraud on the part of such Participant in his relationship with the Company or an Affiliate, all benefits that would otherwise be payable to him under the Plan shall be forfeited. The determination as to whether a Participant has been convicted of a crime involving dishonesty or fraud on the part of the Participant in his relationship with the Company or an Affiliate shall be made by the Administrative Committee in a fair and reasonable manner and the decision of the Administrative Committee with respect thereto shall be conclusive.

8.13	Mergers/Transfers

This Plan shall be binding upon and inure to the benefit of the Company and its successors and assignees and the Participant, his designees and his estate. Nothing in this Plan shall preclude the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation which assumes this Plan and all obligations of the Company hereunder. Upon such a consolidation, merger or transfer of assets and assumption, the term “Company” shall refer to such other corporation and this Plan shall continue in full force and effect.

8.14

Elections

All elections, designations, requests, notices, instructions, and other communications from an Eligible Executive, Eligible Employee or other person to the Plan Administrator required or permitted under the Plan shall be in such form as is prescribed from time to time by the Plan Administrator, shall be mailed by first-class mail or delivered to such location as shall be specified by the Plan Administrator, and shall be deemed to have been given and delivered only upon actual receipt thereof at such location.

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8.15	Acceleration of or Delay in Payments

The Administrative Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Administrative Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to the extent permitted under Treas. Reg. Section 1.409A- 2(b)(7).

8.16	Insurance Products

The Company may require each Eligible Executive to assist it in obtaining life insurance policies on the lives of each Eligible Executive, which policies would be owned by, and be payable to, the Company. The Eligible Executive may be required to complete an application for life insurance, furnish underwriting information including medical examinations by a life insurance company-approved examiner, and authorize release of medical history to the life insurance company’s underwriter, as designated by the Company. An Eligible Executive shall have no right or interest in such policies or the proceeds thereof.

8.17	Compliance

It is the intent of the Company that the Plan complies with the provisions of Section 409A of the Code, any regulations and other guidance promulgated with respect thereto and the provisions of the Plan shall be interpreted to be consistent therewith.

8.18	Construction

(a)

The 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.

(b)	The masculine pronoun shall mean the feminine wherever appropriate.

(c)	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 Plan.

8.19	Discharge of Corporation's Obligation

The payment by the Company of the benefits due under each and every Deferral Agreement to the Participant or his Beneficiary shall discharge the Company’s obligation under the Plan, and the Participant or Beneficiary shall have no further rights under this Plan or the Deferral Agreements upon receipt by the appropriate person of all such benefits.

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8.20	Successors

The Plan shall be binding upon the successors and assigns of the Company, whether such succession is by purchase, merger or otherwise.

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ARTICLE 9. SIGNATURE AND VERIFICATION

IN WITNESS WHEREOF, the members of the Administrative Committee have on the 29^th day of December, 2016 executed this Amendment and Restatement of the Plan.

/s/Archana Singh

Archana Singh (Chair)

Executive Vice President and Chief Human Resources Officer

/s/Joseph Barker

Joseph Barker

Senior Counsel – Litigation

/s/Vincent Marzano

Vincent Marzano

Vice President and Treasurer

/s/Patrick F. Nevins

Patrick F. Nevins

Director of Benefits

Page 29

APPENDIX A

PROVISIONS APPLICABLE TO A PARTICIPANT’S

GRANDFATHERED DEFERRAL ACCOUNT AND

GRANDFATHERED COMPANY ACCOUNT

This Appendix A constitutes an integral part of the Plan and is applicable with respect to the Grandfathered Deferred Account and the Grandfathered Company Account of those individuals who were Participants in the Plan on December 31, 2004. The Grandfathered Deferral Account and Grandfathered Company Account are subject to all the terms and conditions of the Plan as set forth on and after October 3, 2004, except as otherwise provided by this Appendix A. Section references in this Appendix A correspond to appropriate Sections of the Plan.

ARTICLE 1. DEFINITIONS

1.08 “Change of Control” shall mean, effective on and after January 1, 2009, the later of a “Change of Control” as such term is defined under the terms of the John Wiley & Sons Inc. Supplemental Executive Retirement Plan as amended and restated effective as January 1, 2009 or a “Change of Control” as defined in Section 1.08 of the 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.

ARTICLE 5. MAINTENANCE OF ACCOUNTS

5.03 “Changing Investment Elections” The provisions of Section 5.03 as set forth in the foregoing provisions of the Plan shall be applicable to a Participant’s Grandfathered Deferral and Grandfathered Company Account on and after January 1, 2009.

ARTICLE 6. PAYMENT OF BENEFITS

6.01 “Commencement of Payment”

(b) (i) In the event a Participant elects to have any Deferrals held in his Grandfathered Deferral Account commence as of a designated year pursuant to Section 6.01(a)(ii), distribution of such Deferrals, adjusted pursuant to Article 5, shall be based on the value as of the last business day of such designated year and payment shall be made in the January following the last day of that designated year.

(ii)

Notwithstanding the foregoing, in the event such Participant’s Separation from Service occurs for reasons other than Retirement or death prior to such designated year, the value of the Participant’s Grandfathered Deferral and Grandfathered Company Accounts shall be determined as of the last Valuation Date of the month in which such Separation from Service occurred and distribution shall be made in the following month.

(iii)

Notwithstanding any Plan provision to the contrary if a Participant’s Separation from Service is due to his Retirement, the value of the portion of his Grandfathered Deferral Account and Grandfathered Company Accounts scheduled to be paid upon his Retirement shall be determined as of the last Valuation Date in the month of his Retirement and distribution shall be made in the following month.

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Notwithstanding any Plan provision to the contrary, in the event of the Participant’s death, his entire vested Grandfathered Deferral Account balance and Grandfathered Company Account balance shall be paid to his Beneficiary in a single lump sum within 90 days of the end of the month in which the Participant’s death occurs. The value of such distribution shall be determined as of the last Valuation Date in the month immediately preceding the month in which payment is to be made. A Beneficiary may not elect, directly or indirectly, when within such 90 day period payment under this subparagraph

(iii) shall be made.

		PAGE
ARTICLE 1. DEFINITIONS		1
ARTICLE 2. PARTICIPATION		5
ARTICLE 3. DEFERRALS		7
ARTICLE 4. COMPANY CONTRIBUTIONS		10
ARTICLE 5. MAINTENANCE OF ACCOUNTS		14
ARTICLE 6. PAYMENT OF BENEFITS		16
ARTICLE 8. GENERAL PROVISIONS		22
ARTICLE 9. SIGNATURE AND VERIFICATION		28
APPENDIX A		29