EX-10.20



 






Exhibit 10.20




THE McGRAW-HILL COMPANIES, INC.

MANAGEMENT SUPPLEMENTAL

DEATH & DISABILITY BENEFITS PLAN



(As Amended January 24, 2006)




               The Company desires to retain the services and provide rewards and incentives to members of a
select group of management employees who contribute to the success of the Company. In order to
achieve this objective, the Company has adopted the following Plan to provide benefits for certain
management employees who become Members of the Plan and their Beneficiaries.



ARTICLE I



TITLE AND EFFECTIVE DATE




               SECTION 1.01. This Plan shall be known as The McGraw-Hill Companies, Inc. Management
Supplemental Death and Disability Benefits Plan (hereinafter referred to as the “Plan”).



               SECTION 1.02. This amendment and restatement of the Plan shall be effective as of the
Effective Date. Members and their Beneficiaries who receive benefits (or who become entitled to
receive benefits) prior to the Effective Date shall be governed by the terms and conditions of the
Prior Plan.



1









 





ARTICLE II



DEFINITIONS AND RULES OF CONSTRUCTION




               SECTION 2.01. As used herein, the following words and phrases shall have the meanings
specified below unless a different meaning is clearly required by the context:




     “Actuarially Determined” shall mean a benefit of equivalent value when computed on the
basis of 7% interest compounded annually and the 1971 group mortality tables (determined
separately by sex). In the event of a Change of Control, this definition shall not be
changed.




     “Beneficiary” shall mean the person or persons designated in writing by the Member to
receive any benefits under this Plan. Any Beneficiary designation shall be made in a
written instrument filed with the Company and shall become effective only when accepted and
acknowledged in writing by the Company. No Beneficiary designation shall be accepted by the
Company if it is received after the date of death of the Member. If no Beneficiary has been
designated or survives a Member, any amounts to be paid to the Member’s Beneficiary shall be
paid to the Member’s estate.




     “Board of Directors” shall mean the Board of Directors of the Company.




     “CEO” shall mean the individual serving as the Chief Executive Officer of the Company.




     “Change of Control” shall mean any of the following:




          (i) An acquisition by an individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the
then outstanding shares of common stock of the Corporation (the “Outstanding Corporation
Common Stock”) or (2) the combined voting power of the then outstanding voting securities of
the Corporation entitled to vote generally in the election of directors (the “Outstanding
Corporation Voting Securities”); excluding, however, the following: (1) any acquisition
directly from the Corporation, other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself acquired directly
from the Corporation; (2) any acquisition by the Corporation; (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Corporation or any
entity controlled by the Corporation; or (4) any acquisition pursuant to a transaction which
complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or



2









 






          (ii) A change in the composition of the Board of Directors such that the individuals
who, as of the effective date of the Plan, constitute the Board of Directors (such Board of
Directors shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board of Directors; provided, however,
for purposes of this definition, that any individual who becomes a member of the Board of
Directors subsequent to the effective date of the Plan, whose election, or nomination for
election by the Corporation’s shareholders, was approved by a vote of at least a majority of
those individuals who are members of the Board of Directors and who were also members of the
Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as
though such individual were a member of the Incumbent Board; but, provided further,
that any such individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board of Directors shall not
be so considered as a member of the Incumbent Board; or




          (iii) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Corporation (“Corporate
Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or
substantially all of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Corporate Transaction will beneficially own, directly
or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and
the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting
from such Corporate Transaction (including, without limitation, a corporation which as a
result of such transaction owns the Corporation or all or substantially all of the
Corporation’s assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Corporate Transaction, of
the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as
the case may be, (2) no Person (other than the Corporation, any employee benefit plan (or
related trust) of the Corporation or such corporation resulting from such Corporate
Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively,
the outstanding shares of common stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the outstanding voting securities of such
corporation entitled to vote generally in the election of directors except to the extent
that such ownership existed prior to the Corporate Transaction, and (3) individuals who were
members of the Incumbent Board will constitute at least a majority of the members of the
board of directors of the corporation resulting from such Corporate Transaction; or



3









 






          (iv) The approval by the stockholders of the Corporation of a complete liquidation or
dissolution of the Corporation.




     “Committee” shall mean the Compensation Committee of the Board of Directors, as the
same may be constituted from time to time, and any successor to the Compensation Committee
designated by the Board of Directors.




     “Company” shall mean The McGraw-Hill Companies, Inc., a New York corporation, and any
successor thereto.




     “Death Benefit” shall mean any benefit paid to a Beneficiary upon the death of a Member
as provided under Article IV of the Plan.




     “Disability” or “Disabled” shall mean eligibility for disability benefits under the
terms of the Employer’s Long Term Disability Plan in effect at the time the Member becomes
disabled.




     “Disabled Member” means an individual whose employment with an Employer has terminated
due to a Disability. An individual’s status as a Disabled Member will terminate upon the
earlier to occur of (i) the individual’s death, (ii) the date on which the individual ceases
to be Disabled and (iii) the individual’s Normal Retirement Date.




     “Effective Date” shall mean January 1, 1999.




     “Employer” shall mean the Company and each direct or indirect wholly-owned subsidiary
of the Company.




     “Final Monthly Earnings” shall mean:




     (i) With respect to a Member who is classified as Grade 28 or above, (1) the greater of
(A) 1.5 times such Member’s annual base salary in effect immediately preceding the date of
such Member’s Disability or (B) the sum of (x) such Member’s highest rate of annual base
salary in effect during any portion of such 36-month period occurring prior to January 1,
2005, and during which such Member participated in the Plan, and (y) such Member’s highest
100% target annual short-term incentive opportunity during the same portion of such 36-month
period (2) divided by twelve; or




     (ii) With respect to a Member who is not classified as Grade 28 or above, (1) the
greater of (A) 1.3 times such Member’s annual base salary in effect immediately preceding
the date of such Member’s Disability or (B) the sum of (x) such Member’s highest rate of
annual base salary in effect during any portion of such 36-month period occurring prior to
January 1, 2005, and during which such Member participated in the Plan, and (y) such
Member’s highest



4









 






100% target annual short-term incentive opportunity during the same portion of such
36-month period (2) divided by twelve.




     “Member” shall mean an employee of an Employer who is part of a select group of
management and who has become, and continues to be, a Member as provided in Article III
hereof.




     “Monthly Disability Income” shall mean the monthly income due a Disabled Member as
provided in Article V of the Plan.




     “Normal Retirement Date” shall mean the first day of the month coincident with or
immediately following the Member’s sixty-fifth birthday.




     “Plan” shall mean The McGraw-Hill Companies, Inc. Management Supplemental Death and
Disability Benefits Plan.




     “Plan Administrator” shall have the meaning assigned to such term in Section 6.01.




     “Prior Plan” shall mean the terms of the Plan as in effect prior to the Effective Date.




     “Qualified Plan” shall mean each of the following retirement plans: the Employee
Retirement Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries; the Standard &
Poor’s Employee Retirement Plan for Represented Employees; the Employee Retirement Income
Plan of McGraw-Hill Broadcasting Company, Inc. and its Subsidiaries; and any successor plans
thereto.




     “Retirement” shall mean a termination of a Member’s employment other than by reason of
death or Disability on or after the Member’s Normal Retirement Date.



               SECTION 2.02. In construing the Plan, unless the context requires otherwise, the masculine
form of a word shall be deemed to include the feminine form and the singular form of a word shall
be construed to include the plural form thereof.



5









 





ARTICLE III



MEMBERSHIP IN THE PLAN




               SECTION 3.01. Individuals who were members of the Prior Plan immediately prior to the
Effective Date shall, subject to the further provisions of this Section 3.01 and Section 3.04,
continue to be eligible to participate in the Plan on and after the Effective Date. On and after
the Effective Date, the CEO and each other employee of an Employer eligible under Section 3.04 who
is designated in writing by the CEO on an individual basis shall be Members of the Plan. The CEO
shall have the right to remove any Member from the Plan at any time if the Member is no longer
eligible for selection as a Member in accordance with Section 3.04; provided, however, that a
Member whose benefits under the Plan have commenced to be paid shall not be removed from membership
in the Plan and such benefits shall not be terminated thereafter for any reason, except in the
manner contemplated by Section 4.01. Removal of a Member under this Section 3.01 shall be
effective as of the date of the written notice from the Company to the Member informing the Member
of such removal.



               SECTION 3.02. If a Member whose benefits under the Plan have not commenced to be paid is
removed from the Plan under Section 3.01, all rights of such removed Member and such Member’s
Beneficiary to future payments or benefits under the Plan shall terminate as of the date of such
removal without further action or notice by any person.



               SECTION 3.03. The payment of benefits to the Member or his Beneficiary under this Plan is
conditioned upon the continuous employment of the Member by the Employer (including periods of
authorized leaves of absence) from the date of the Member’s initial participation in the Plan until
the Member’s Retirement, Disability or death, whichever first occurs. In the event that a Member’s
employment with an Employer terminates for any reason other than Retirement, Disability or death,
all rights of such Member and such Member’s Beneficiary to future payments or benefits under the
Plan shall terminate as of the date of such termination of employment without further action or
notice by any person.



               SECTION 3.04. Only individuals who are employees of an Employer and who are above salary
grade 24 shall be eligible to be selected as Members of the Plan.



6









 





ARTICLE IV



DEATH BENEFITS




               SECTION 4.01. In the event of the death of a Member or a Disabled Member prior to his Normal
Retirement Date, the Member’s Beneficiary shall be entitled to receive a lump sum Death Benefit
within sixty days following the Member’s date of death. The amount of such benefit shall be equal
to 200% of the Member’s annual rate of base salary at the annual rate in effect at the time of his
death or, in the case of a Disabled Member, at the time of such Disabled Member’s termination of
employment due to Disability. Notwithstanding the previous sentence, if a Member ceases to be
Disabled prior to his Normal Retirement Date or the date of his death and the Member does not
return to active employment with an Employer following the cessation of such Member’s Disability,
then no Death Benefit shall be payable under this Article IV upon the subsequent death of the
Member.



7









 





ARTICLE V



DISABILITY BENEFITS




               SECTION 5.01. If a Member is determined by the Plan Administrator to be Disabled prior to his
Normal Retirement Date, the Disabled Member shall be entitled to receive Monthly Disability Income
equal to an amount, if any, (not less than zero) determined in
accordance with the formula [X - A - B - C], where



	 	 	 	 	 
	 

	 	“X”
	 	equals fifty percent of the Member’s Final Monthly Earnings.
	 
	 	 	 	 
	 

	 	“A”
	 	equals one hundred percent of the sum of the Member’s monthly
amounts paid (i) under the Employer’s basic long-term disability plan, (ii)
from Social Security, (iii) from Workers’ Compensation and (iv) any other
federal, state, local, foreign or employer group insurance plans.
	 
	 	 	 	 
	 

	 	“B”
	 	equals one hundred percent of his monthly income paid from the
Qualified Plans.
	 
	 	 	 	 
	 

	 	“C”
	 	equals one hundred percent of the benefits paid to the Member
from the tax-qualified pension plans of any previous employers.






               SECTION 5.02. The amounts specified under Items B and C of Section 5.01 shall be Actuarially
Determined by the Plan Administrator as a straight-life annuity payable in equal monthly
installments, regardless of the actual form or timing of payment, commencing with the month that
the Monthly Disability Income under Section 5.01 is scheduled to commence. Each Member shall
provide the Plan Administrator with the information necessary to calculate the Monthly Disability
Income under Section 5.01 and, in the event that the information necessary to calculate the Monthly
Disability Income of a Member is not provided to the Plan Administrator, the Plan Administrator may
make reasonable estimates of such amounts and conclusively rely on such estimates in calculating
the amount of the Monthly Disability Income.



               SECTION 5.03. The Monthly Disability Income contemplated by this Article V shall be payable
to the Member until the end of the month in which occurs the earliest of (i) the Member’s
sixty-fifth birthday, (ii) the date of the Member’s death and (iii) the end of the Member’s
Disability.



8









 





ARTICLE VI



PLAN ADMINISTRATION




               SECTION 6.01. The CEO shall have the authority to select and remove Members of the Plan in
accordance with the provisions of Article III. Except as provided in the previous sentence, the
Plan shall be administered by the Committee. The Committee may delegate some or all of its
responsibilities under the Plan (other than its responsibilities under Section 7.02 and Section
8.05) to the Executive Vice President, Organizational Effectiveness or other appropriate officer or
employee of the Company designated by the Committee. For purposes of the Plan, “Plan
Administrator” shall mean the Committee or any individual to whom the Committee has delegated
administrative responsibility under this Section 6.01.



               SECTION 6.02. The Plan Administrator may from time to time establish rules and procedures for
the administration of the Plan. The Plan Administrator will have the right to construe and
interpret the Plan and to decide any and all matters arising thereunder or in connection with the
administration of the Plan, including, without limitation, the right (i) to determine the
eligibility for, and the form, amount and method of payment of any benefit payments under the Plan,
(ii) to establish the timing of benefit distributions, (iii) to settle claims according to the
provisions in Article VII and (iv) to make any factual determinations related to the amount of or
eligibility for benefits. The decisions of the Plan Administrator will, to the extent permitted by
law, be conclusive and binding upon all persons having or claiming to have any right or interest in
or under the Plan. The Plan Administrator may delegate any of its duties and responsibilities
hereunder to one or more officers or employees of the Company or to any third party if the Plan
Administrator finds that such delegation would facilitate the administration of the Plan. The Plan
Administrator may reasonably rely on the advice of attorneys, actuaries, accountants and other
experts in exercising its duties and responsibilities under the Plan.



               SECTION 6.03. The Plan Administrator shall not make any determination with respect to any
benefits or other amounts payable to the Plan Administrator in its capacity as a Member. In the
event the previous sentence applies, the applicable duties and responsibilities of the Plan
Administrator under the Plan shall be performed exclusively by the Committee.



               SECTION 6.04. The Company shall, to the fullest extent permitted by law, indemnify and hold
harmless the CEO, the Committee, any individual acting as Plan Administrator and any officer or
employee of an Employer who is delegated responsibility under the Plan from any liability or
expense incurred by such person in connection with the performance of his duties under the Plan or
as a result of any facts and circumstances related to the operation or administration of the Plan.



9









 





ARTICLE VII



CLAIMS PROCEDURE




               SECTION 7.01. A claim for benefits under the Plan must be promptly filed in writing by the
Member, Beneficiary, or such person’s authorized representative (the “Claimant”) with the Executive
Vice President, Organizational Effectiveness or other appropriate officer of the Company designated
by the Committee for this purpose (the “Initial Reviewer”). If a claim is denied in whole or in
part, the Claimant will be sent a written notice of denial from the Initial Reviewer within ninety
days of receipt of the claim, unless special circumstances require an extension of time for
processing the claim. Such extension will not exceed ninety days and notice thereof will be given
within the first ninety-day period. The notice of denial of a claim will indicate the reasons for
the denial (including reference to the Plan provisions on which the denial is based), will describe
any additional information or material needed and the reasons why such additional information or
material is necessary, and will explain the claim review procedure.



               SECTION 7.02. If a claim is denied in whole or in part (or if no decision on a claim is
rendered within the limitations of time described in Section 7.01), the Claimant may request a
review by the Committee of the decision of the Initial Reviewer (or of the claim, if no timely
decision has been rendered by the Initial Reviewer). This request must be submitted in writing to
the Committee within sixty days of receipt of the notice of denial from the Initial Reviewer (or
within sixty days following the expiration of the initial review period where no decision notice is
given to the Claimant by the Initial Reviewer). The Claimant may review pertinent documents and
may submit in writing additional comments and material. A review decision will be made by the
Committee within sixty days of receipt of the request for review, unless there are special
circumstances which require an extension of the time for processing. Such extension will not
exceed sixty days and notice thereof must be given within the first sixty-day period. The review
decision of the Committee will be in writing and will include specific references to the Plan
provisions on which the decision is based. The decision of the Committee on review shall be final
and binding on all interested persons.



10









 





ARTICLE VIII



MISCELLANEOUS




               SECTION 8.01. Nothing contained in this Plan shall be deemed to give any Member or employee
the right to be retained in the service of the Employer or to interfere with the right of the
Employer to discharge any Member or employee at any time regardless of the effect which such
discharge shall have upon him as a Member of the Plan.



               SECTION 8.02. The rights of the Member, the Beneficiary of the Member, or any other person
claiming through the Member under this Plan, shall be solely those of an unsecured general creditor
of the Company.



               SECTION 8.03. The Plan does not involve a reduction in salary for the Member or the foregoing
of an increase in future salary by the Member.



               SECTION 8.04. Except insofar as this provision may be contrary to applicable law, no sale,
transfer, alienation, assignment, pledge, collateralization, or attachment of any benefits under
this Plan shall be valid or recognized by the Company.



               SECTION 8.05. Subject to Article IX hereof, the Company reserves the right at any time and
from time to time, by action of the Committee or its Board of Directors, to terminate, modify or
amend, in whole or in part, any or all of the provisions of the Plan, including specifically the
right to make any such amendments effective retroactively; provided that such action shall not
reduce the benefits or rights of any Disabled Member or the Beneficiary of a deceased Member. In
addition, the Company may amend or modify any provision of this Plan as to any particular Member by
agreement with such Member, provided that such agreement is in writing, is executed by both the
Company and the Member, and is filed with the Plan records. The provisions of any amendment or
modification made by agreement between a Member and the Company shall apply only to the Member so
agreeing and no other.



               SECTION 8.06. A Member shall have the right to change his designated Beneficiary by notifying
the Company of such in writing. Such change shall become effective upon written acknowledgment of
same by the Company. Any payments made by the Company to a Beneficiary in good faith and under the
terms of the Plan shall fully discharge the Company from all further obligations with respect to
such payments.



               SECTION 8.07. This Plan shall be binding upon and inure to the benefit of the Company, its
successors and each Member and his heirs, executors, administrators and legal representatives.



11









 





               SECTION 8.08. The Plan shall be governed by the laws of the State of New York, applicable to
contracts to be performed entirely in such State and without regard to the choice of law provisions
thereof, but only to the extent such laws are not preempted by the Employee Retirement Income
Security Act of 1974, as amended. This Plan is solely between the Company and each individual
Member. The Member, his Beneficiary or other persons claiming through the Member shall only have
recourse against the Company for enforcement of the Plan.



               SECTION 8.09. The obligations of the Company under this Plan shall be subject to all
applicable laws, rules and regulations, and such approvals, by governmental agencies as may be
required or as the Company deems advisable.



               SECTION 8.10. The Plan is intended to satisfy the requirements of Section 409A of the Code,
and shall be interpreted and administered consistent with such intent. If, in the good faith
judgment of the Committee, any provision of the Plan could cause any person to be subject to the
interest and penalties imposed under Section 409A of the Code, such provision shall be modified by
the Committee in its sole discretion to maintain, to the maximum extent practicable, the original
intent of the applicable provision without violating the requirements of Section 409A of the Code,
and, notwithstanding any provision in the Plan to the contrary, the Committee shall have broad
authority to amend or to modify the Plan, without advance notice to or consent by any person, to
the extent necessary or desirable to ensure that no Member be subject to tax under Section 409A of
the Code. Any determinations made by the Committee under this Section 8.10 shall be final,
conclusive and binding on all persons.



12









 





ARTICLE IX



SPECIAL RULES IN THE EVENT OF A CHANGE OF CONTROL




               SECTION 9.01. Notwithstanding anything to the contrary in any other section of this Plan, in
the event a Change of Control shall occur, neither the Company nor its Board of Directors or the
Committee shall thereafter terminate, modify or amend, in whole or in part, any or all of the
provisions of this Plan. In no event shall such action reduce the benefits of any Disabled Member
or the Beneficiary of a deceased Member.



               SECTION 9.02. The reasonable legal fees incurred by any Member (or former Member who was a
Member when the Change of Control occurred) to enforce his valid rights under this Article IX shall
be paid by the Company to the Member in addition to sums otherwise due under this Plan, whether or
not the Member is successful in enforcing his rights or whether or not the matter is settled.



               SECTION 9.03. The terms of this Article IX shall supersede and take precedence over the terms
of any of the other Sections of this Plan.




13