EX-10.28



 





Exhibit 10.28




THE McGRAW-HILL COMPANIES, INC.




(Amendment of benefit payment provisions under The McGraw-Hill Companies, Inc.

and Standard & Poor’s Employee Retirement Plan Supplements)




	 	 	 
	Subject;

	 	Adoption of amendments to the following nonqualified
retirement plans (collectively, the “Plans”):







	 	1.	 	The McGraw-Hill Companies, Inc. Employee
Retirement Plan Supplement (the “MH Plan”); and
	 
	 	2.	 	Standard & Poor’s Employee Retirement Plan
Supplement (the “S&P Plan”).





	 	 	 
	Recommendation:

	 	That, effective as January 1, 2007, the Plans be amended
by the adoption of the amendments in substantially the form set
forth on Exhibits A and B attached hereto and incorporated herein by
reference.
	 
	 	 
	Summary:

	 	The amendments provide that the payment of benefits under the Plans
will commence upon the later of:
	 

	 	 








	 	•	 	the first anniversary of the participant’s separation
from service; and
	 
	 	•	 	the participant’s attaining (A) age 62, if the participant has completed
ten years of continuous service and is not due a benefit under the McGraw-Hill
Broadcasting Company, Inc. Employee Retirement Income Plan, or
(B) age 65.
	 
	 	The amendments have been prepared by outside counsel,
Shearman & Sterling LLP.





	 	 	 	 	 
	Recommended by:

	 	/s/ Marty Martin
	 	Date: 12/6/2006
	 

	 	 	 	 
	 

	 	Marty Martin	 	 
	 

	 	Vice President	 	 
	 

	 	Employee Benefits	 	 
	 
	 	 	 	 
	Approved on behalf of the

	 	/s/ David L. Murphy
	 	Date: 12/8/2006
	 

	 	 	 	 
	Board of Directors of The

	 	David L. Murphy	 	 
	McGraw-Hill Companies, Inc.

	 	Executive Vice President	 	 
	 

	 	Human Resources	 	 






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AMENDMENT TO

THE MCGRAW-HILL COMPANIES, INC. AND STANDARD & POOR’S

EMPLOYEE RETIREMENT PLAN SUPPLEMENTS




     WHEREAS, The McGraw-Hill Companies, Inc. and Its Subsidiaries (the “Corporation”) sponsors and
maintains The McGraw-Hill Companies, Inc. Employee Retirement Plan Supplement (the “MH
Plan”)
and the Standard & Poor’s Employee Retirement Plan
Supplement (the “S&P Plan”
and, collectively with the MH Plan, the “Plans”);



     WHEREAS,
Sections 5.02 of the MH Plan and the S&P Plan provide that the Board of Directors
(the “Board”) of The McGraw-Hill Companies, Inc. may cause such Plans to be amended at any time and
from time to time, prospectively or retroactively;



     WHEREAS, by resolution dated January 29, 2003, the Board and the Compensation Committee of the
Board each authorized the Executive Vice President — Human Resources of The McGraw-Hill Companies,
Inc. to adopt amendments to the Plans; and



     WHEREAS, the Corporation believes it is appropriate and desirable to amend the Plans in the
manner set forth below;



     NOW, THEREFORE, BE IT;




     RESOLVED that, effective as of the date indicated, the MH Plan shall be and is hereby amended
as set forth in Exhibit A attached hereto and incorporated herein by reference;



     FURTHER RESOLVED that, effective as of the date indicated, the S&P Plan shall be and is hereby
amended as set forth in Exhibit B attached hereto and incorporated herein by reference;



     FURTHER RESOLVED that the proper officers of the Corporation (a) notify participants in the
Plans of the resolutions approved herein as may be appropriate or required by applicable law and
(b) take such other steps as may be necessary, proper or desirable to carry out the intent of these
preambles and resolutions, including, without limitation, the distribution of employee notices,
amendment of the Plans, and the taking of such action or delivery of any such document or
instrument to be conclusive evidence that the taking of such action or execution and delivery of
any such document or instrument was deemed necessary and appropriate in connection with the actions
contemplated hereby; and



     FURTHER RESOLVED that all actions taken on behalf of the Corporation by any officer, employee,
director or agent of the Corporation prior to the date hereof in connection with any and all of the
above resolutions are hereby expressly confirmed, approved, ratified and adopted as the actions of
the Corporation, effective as of the applicable date or dates thereof.



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Exhibit A




Statement of Amendment to

The McGraw-Hill Companies, Inc. Employee Retirement Plan
Supplement (the “Plan”)




     1. Effective
as of January 1, 2007, Section 4.03(a) is amended by deleting it
in its entirety and replacing it with the following:




     (a) Subject to the other provisions of this Section 4,03 and Section 4.04,
and except as would violate the requirements of Sections 409A(a)(2), 409A(a)(3) and
409A(a)(4) of the Code, the Benefits provided by this Article IV shall be paid to a
Participant in accordance with the following:




	 	(i)	 	The Benefits shall be paid in the same form
as the Participant’s employer-provided benefits under ERP.
	 
	 	(ii)	 	The Benefits shall be paid commencing on the first
day of the calendar month following the later of (A) the first
anniversary of the separation from service of the Participant within the
meaning of Section 409A(a)(2) of the Code; and (B) as the case may be, the
Participant’s attaining (1) age 62, if the Participant completed ten
years of Continuous Service and is not due a benefit under ERIP, or (2)
age 65.






The
Benefits provided by this Article IV shall be paid in accordance with the foregoing to a
Participant’s beneficiary in the event of the death of the Participant, if such beneficiary
is entitled to benefits under the provisions of ERP.



     2. Except as expressly amended hereby, the Plan is ratified and confirmed in
all respects.




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Exhibit B




Statement of Amendment to

Standard & Poor’s Employee Retirement Plan Supplement
(the “Plan”)




     1. Effective
as of January 1, 2007, Section 4.03(a) is amended by deleting it
in its entirety and replacing it with the following:




     “(a) Subject
to the other provisions of this Section 4.03 and Section 4,04, and
except as would violate the requirements of Sections 409A(a)(2),
409A(a)(3) and 409A(a)(4)
of the Code, the Benefits provided by this Article IV shall be paid to a Participant in
accordance with the following:




	 	(i)	 	The Benefits shall be paid in the same form
as the Participant’s employer-provided benefits under ERP.
	 
	 	(ii)	 	The Benefits shall be paid commencing on the first
day of the calendar month following the later of (A) the first
anniversary of the separation from service of the Participant within the
meaning of Section 409A(a)(2) of the Code; and (B) as the case may be,
the Participant’s attaining (1) age 62, if the Participant completed ten
years of Continuous Service, or (2) age 65.






The Benefits provided by this Article IV shall be paid in accordance with the foregoing to a
Participant’s beneficiary in the event of the death of the Participant, if such beneficiary
is entitled to benefits under the provisions of ERP.”




	 	2.	 	Except as expressly amended hereby, the Plan is ratified and confirmed in all respects.






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