EXHIBIT B

    

    

    AMENDMENT TO THE

    EMPLOYEES’ RETIREMENT PLAN OF JOHN WILEY & SONS, INC.

    

    

    

    

    “ARTICLE 11. LIMITATIONS BASED ON FUNDED STATUS OF THE PLAN AND
      LIMITATIONS ON UNPREDICTABLE CONTINGENT EVENT BENEFITS

    

    

    

    

    
      	
              11.01

            	
              Limitations Applicable if the Plan's Adjusted Funding Target Attainment Percentage is
                Less Than 80 Percent, But Not Less 60 Percent

            


    

    Notwithstanding any other provisions of the Plan, if the Plan's adjusted funding target attainment percentage for a
      Plan Year is less than 80 percent (or would be less than 80 percent to the extent described in subsection (b) below) but is not less than 60 percent, then the limitations set forth in this Section 11.01 apply.

    
      	
              (a)

            	
              50 Percent Limitation on Single Sum Payments, Other Accelerated Forms of

            


    

    

    

    Distribution, and Other Prohibited Payments

    

    

    A Participant or Beneficiary is not permitted to elect, and the Plan shall not pay, a single
      sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date on or after the applicable Code Section 436 measurement date, and the Plan shall not make any payment for the purchase of an irrevocable
      commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment, unless the present value of the benefit that is being paid in a prohibited payment does not exceed the lesser of:

    
      	
              (i)

            	
              50 percent of the present value of the benefit payable in the optional form of benefit that includes the prohibited payment;
                or

            


    

    
      	
              (ii)

            	
              100 percent of the PBGC maximum benefit guarantee amount (as defined in Section 1.436-1(d)(3)(iii)(C) of the Treasury
                Regulations).

            


    

    The limitation set forth in this subsection (a) does not apply to any payment of a benefit
      which under Code Section 411(a)(11) may be immediately distributed

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    without the consent of the Participant. If an optional form of benefit that is otherwise
      available under the terms of the Plan is not available to a Participant or Beneficiary as of the annuity starting date because of the application of the requirements of this subsection (a), the Participant or Beneficiary is permitted to elect to
      bifurcate the benefit into unrestricted and restricted portions (as described in Section 1.436- 1(d)(3)(iii)(D) of the Treasury Regulations). The Participant or Beneficiary may also elect any other optional form of benefit otherwise available under
      the Plan at that annuity starting date that would satisfy the 50 percent/PBGC maximum benefit guarantee amount limitation described in this subsection (a), or may elect to defer the benefit in accordance with any general right to defer commencement
      of benefits under the Plan.

    

    

    During a period when Section 11.01(a) applies to the Plan, Participants and Beneficiaries are
      permitted to elect payment in any optional form of benefit otherwise available under the Plan that provides for the current payment of the unrestricted portion of the benefit (as described in §1.436-1(d)(3)(iii)(D) of the Treasury Regulations), with
      a delayed commencement for the restricted portion of the benefit (subject to other applicable qualification requirements, such as Sections 411(a)(11) and 401(a)(9) of the Internal Revenue Code).

    

    

    
      	
              (b)

            	
              Plan Amendments Increasing Liability for Benefits

            


    

    

    

    No amendment to the Plan that has the effect of increasing liabilities of the Plan by reason of
      increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable shall take effect in a Plan Year if the adjusted funding target attainment percentage for the
      Plan Year is:

    
      	
              (i)

            	
              less than 80 percent; or

            


    

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    
      	
              (ii)

            	
              80 percent or more, but would be less than 80 percent if the benefits attributable to the amendment were taken into account in
                determining the adjusted funding target attainment percentage.

            


    

    The limitation set forth in this subsection (b) does not apply to any amendment to the Plan that provides a benefit
      increase under a Plan formula that is not based on compensation, provided that the rate of such increase does not exceed the contemporaneous rate of increase in the average wages of Participants covered by the amendment.

    

    

    
      	
              11.02

            	
              Limitations Applicable if the Plan's Adjusted Funding Target Attainment Percentage is
                Less Than 60 Percent

            


    

    Notwithstanding any other provisions of the Plan, if the Plan's adjusted funding target attainment percentage for
      a Plan Year is less than 60 percent (or would be less than 60 percent to the extent described in subsection (b) below), then the limitations in this Section 11.02 apply.

    
      	
              (a)

            	
              Single Sums, Other Accelerated Forms of Distribution, and Other Prohibited

            


    

    

    

    Payments Not Permitted

    

    

    A Participant or Beneficiary is not permitted to elect, and the Plan shall not pay, a single
      sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date on or after the applicable Code Section 436 measurement date, and the Plan shall not make any payment for the purchase of an irrevocable
      commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment. The limitation set forth in this subsection (a) does not apply to any payment of a benefit which under Code Section 411(a)(11) may be
      immediately distributed without the consent of the Participant.

    

    

    
      	
              (b)

            	
              Shutdown Benefits and Other Unpredictable Contingent Event Benefits Not

            


    

    

    

    Permitted to Be Paid

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    An unpredictable contingent event benefit with respect to an unpredictable contingent event
      occurring during a Plan Year shall not be paid if the adjusted funding target attainment percentage for the Plan Year is:

    
      	
              (i)

            	
              less than 60 percent; or

            


    

    

    

    
      	
              (ii)

            	
              60 percent or more, but would be less than 60 percent if the adjusted funding target attainment percentage were redetermined applying an
                actuarial assumption that the likelihood of occurrence of the unpredictable contingent event during the Plan Year is 100 percent.

            


    

    

    

    
      	
              (c)

            	
              Benefit Accruals Frozen

            


    

    

    

    Benefit accruals under the Plan shall cease as of the applicable Code Section 436 measurement
      date. In addition, if the Plan is required to cease benefit accruals under this subsection (c), then the Plan is not permitted to be amended in a manner that would increase the liabilities of the Plan by reason of an increase in benefits or
      establishment of new benefits.

    

    

    
      	
              11.03

            	
              Limitations Applicable if the Plan Sponsor is in Bankruptcy

            


    

    

    

    Notwithstanding any other provisions of the Plan, a Participant or Beneficiary is not permitted to elect, and the
      Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date that occurs during any period in which the Plan sponsor is a debtor in a case under title 11, United States
      Code, or similar federal or state law, except for payments made within a Plan Year with an annuity starting date that occurs on or after the date on which the Plan's enrolled actuary certifies that the Plan's adjusted funding target attainment
      percentage for that Plan Year is not less than 100 percent. In addition, during such period in which the Plan sponsor is a debtor, the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefit s or
      any other payment or transfer that is a prohibited payment, except for payments that occur on a date within a Plan Year that is on or after the date on which the Plan's enrolled actuary certifies that the Plan's

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    adjusted funding target attainment percentage for that Plan Year is not less than 100 percent.
      The limitation set forth in this Section 11.03 does not apply to any payment of a benefit which under Code Section 411(a)(11) may be immediately distributed without the consent of the Participant.

    

    

    
      	
              11.04

            	
              Provisions Applicable After Limitations Cease to Apply

            


    

    

    

    
      	
              (a)

            	
              Resumption of Prohibited Payments

            


    

    

    

    If a limitation on prohibited payments under Section 11.01(a), 11.02(a), or 11.03 applied to
      the Plan as of a Code Section 436 measurement date, but that limit no longer applies to the Plan as of a later Code Section 436 measurement date, then that limitation does not apply to benefits with annuity starting dates that are on or after that
      later Code Section 436 measurement date.

    

    

    
      	
              (b)

            	
              Resumption of Benefit Accruals

            


    

    

    

    If a limitation on benefit accruals under Section 11.02(c) applied to the Plan as of a Code
      Section 436 measurement date, but that limitation no longer applies to the Plan as of a later Code Section 436 measurement date, then benefit accruals shall resume prospectively and that limitation does not apply to benefit accruals that are based on
      service on or after that later Code Section 436 measurement date, except as otherwise provided under the Plan. The Plan shall comply with the rules relating to partial years of participation and the prohibition on double proration under Department of
      Labor Regulation 29 CFR Section 2530.204-2(c) and (d).

    

    

    In addition, benefit accruals that were not permitted to accrue because of the application of Section 11.02(c)
      shall be restored when that limitation ceases to apply if the continuous period of the limitation was 12 months or less and the Plan’s enrolled actuary certifies that the adjusted funding target attainment percentage for the Plan Year would not be
      less than 60 percent taking into account any restored benefit accruals for the prior Plan Year.

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    
      	
              (c)

            	
              Shutdown and Other Unpredictable Contingent Event Benefits

            


    

    

    

    If an unpredictable contingent event benefit with respect to an unpredictable contingent event
      that occurs during the Plan Year is not permitted to be paid after the occurrence of the event because of the limitation of Section 11.02(b), but is permitted to be paid later in the same Plan Year (as a result of additional contributions or pursuant
      to the enrolled actuary's certification of the adjusted funding target attainment percentage for the Plan Year that meets the requirements of Section 1.436-1(g)(5)(ii)(B) of the Treasury Regulations), then that unpredictable contingent event benefit
      shall be paid, retroactive to the period that benefit would have been payable under the terms of the Plan (determined without regard to Section 11.02(b)).   If the unpredictable contingent event benefit does not become payable during the Plan Year in
      accordance with the preceding sentence, then the Plan is treated as if it does not provide for that benefit.

    

    

    
      	
              (d)

            	
              Treatment of Plan Amendments That Do Not Take Effect

            


    

    

    

    If a Plan amendment does not take effect as of the effective date of the amendment because of
      the limitation of Section 11.01(b) or 11.02(c), but is permitted to take effect later in the same Plan Year (as a result of additional contributions or pursuant to the enrolled actuary's certification of the adjusted funding target attainment
      percentage for the Plan Year that meets the requirements of Section 1.436-1(g)(5)(ii)(C) of the Treasury Regulations), then the Plan amendment must automatically take effect as of the first day of the Plan Year (or, if later, the original effective
      date of the amendment). If the Plan amendment cannot take effect during the same Plan Year, then it shall be treated as if it were never adopted, unless the Plan amendment provides otherwise.

    
      	
              11.05

            	
              Notice Requirement

            


    

    

    

    See Section 101(j) of ERISA for rules requiring the plan administrator of a single employer defined benefit pension
      plan to provide a written notice to Participants and Beneficiaries within 30 days after certain specified dates if the Plan has become subject to a limitation described in Section 11.01(a), Section 11.02, or Section 11.03.

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    
      	
              11.06

            	
              Methods to Avoid or Terminate Benefit Limitations

            


    

    

    

    See Section 436(b)(2), (c)(2), (e)(2) and (f) of the Code and 1.436-1(f) of the Treasury Regulations for rules
      relating to employer contributions and other methods to avoid or terminate the application of the limitations set forth in Sections 11.01, 11.02 or 11.03 for a Plan Year. In general, methods a plan sponsor may use to avoid or terminate one or more
      limitations under Sections 11.01, 11.02 or 11.03 for a Plan Year include employer contributions and elections to increase the amount of plan assets which are taken into account in determining the adjusted funding target attainment percentage, making
      an employer contribution that is specifically designated as a current year contribution that is made to avoid or terminate application of certain benefit limitations, or providing security to the Plan. The Employer may use any method permissible
      under Section 436(b)(2), (c)(2), (e)(2), and (f) of the Code and Section 1.436-1(t) of the Treasury Regulations to avoid or terminate the application of the limitations set forth in Sections 11.01, 11.02 or 11.03 for a Plan Year.

    

    

    
      	
              11.07

            	
              Special Rules

            


    

    

    

    
      	
              (a)

            	
              Rules of Operation for Periods Prior to and After Certification of Plan's Adjusted

            


    

    

    

    Funding Target Attainment Percentage

    

    

    
      	
              (i)

            	
              In General

            


    

    

    

    Code Section 436(h) and Section 1.436-1(h) of the Treasury Regulations set forth a series of
      presumptions that apply:

    
      	
              (A)

            	
              before the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the
                Plan Year; and

            


    

    
      	
              (B)

            	
              if the Plan's enrolled actuary does not issue a certification of the Plan's adjusted funding target attainment percentage for
                the Plan Year before the first day of the 10th month of the Plan Year (or if the Plan's enrolled actuary issues a range certification for the Plan Year pursuant to Section

            


    

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    1.436-1(h)(4)(ii) of the Treasury Regulations but does not issue a certification of the
      specific adjusted funding target attainment percentage for the Plan by the last day of the Plan Year).

    For any period during which a presumption under Code Section 436(h) and Section 1.436-1(h) of the Treasury
      Regulations applies to the Plan, the limitations under Sections 11.01, 11.02 and 11.03 are applied to the Plan as if the adjusted funding target attainment percentage for the Plan Year were the presumed adjusted funding target attainment percentage
      determined under the rules of Code Section 436(h) and Section 1.436-1(h)(1), (2), or (3) of the Treasury Regulations. These presumptions are set forth in subsections (ii), (iii) and (iv) below.

    
      	
              (ii)

            	
              Presumption of Continued Underfunding Beginning First Day of Plan Year

            


    

    

    

    If a limitation under Section 11.01, 11.02 or 11.03 applied to the Plan on the last day of the
      preceding Plan Year, then, commencing on the first day of the current Plan Year and continuing until the Plan's enrolled actuary issues a certification of the adjusted funding target attainment percentage for the Plan for the current Plan Year, or,
      if earlier, the date subsection (iii) or (iv) applies to the Plan:

    
      	
              (A)

            	
              the adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the adjusted funding target attainment
                percentage in effect on the last day of the preceding Plan Year; and

            


    

    
      	
              (B)

            	
              the first day of the current Plan Year is a Code Section 436 measurement date.

            


    

    
      	
              (iii)

            	
              Presumption of Underfunding Beginning First Day of 4th Month

            


    

    

    

    If the Plan's enrolled actuary has not issued a certification of the adjusted funding target
      attainment percentage for the Plan Year before the first day of the 4th month of the Plan Year and the Plan's adjusted funding target attainment

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    percentage for the preceding Plan Year was either at least 60 percent but less than 70 percent
      or at least 80 percent but less than 90 percent, or is described in Section 1.436-1(h)(2)(ii) of the Treasury Regulations, then, commencing on the first day of the 4th month of the current Plan Year and continuing until the Plan's enrolled
      actuary issues a certification of the adjusted funding target attainment percentage for the Plan for the current Plan Year, or, if earlier, the date subsection (iv) applies to the Plan:

    
      	
              (A)

            	
              the adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the Plan's adjusted
                funding target attainment percentage for the preceding Plan Year reduced by 10 percentage points; and

            


    

    
      	
              (B)

            	
              the first day of the 4th month of the current Plan Year is a Code Section 436 measurement date.

            


    

    
      	
              (iv)

            	
              Presumption of Underfunding On and After First Day of 10th Month

            


    

    

    

    If the Plan's enrolled actuary has not issued a certification of the adjusted funding target
      attainment percentage for the Plan Year before the first day of the 10th month of the Plan Year (of if the Plan's enrolled actuary has issued a range certification for the Plan Year pursuant to Section 1.436-1(h)(4)(ii) of the Treasury
      Regulations but has not issued a certification of the specific adjusted funding target attainment percentage for the Plan by the last day of the Plan Year), then, commencing on the first day of the 10th month of the current Plan Year and
      continuing through the end of the Plan Year:

    
      	
              (A)

            	
              the adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be less than 60
                percent; and

            


    

    
      	
              (B)

            	
              the first day of the 10th month of the current Plan Year is a Code Section 436 measurement date.

            


    

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    
      	
              (b)

            	
              New Plans, Plan Termination, Certain Frozen Plans, and Other Special Rules

            


    

    

    

    
      	
              (i)

            	
              First Five Plan Years

            


    

    

    

    The limitations in Sections 11.01(b), 11.02(b) and 11.02(c) do not apply to a new Plan for the
      first five Plan Years of the Plan, determined under the rules of Code Section 436(i) and Section 1.436-1(a)(3)(i) of the Treasury Regulations.

    
      	
              (ii)

            	
              Plan Termination

            


    

    

    

    The limitations on prohibited payments in Sections 11.01(a), 11.02(a) and 11.03 do not apply
      to prohibited payments that are made to carry out the termination of the Plan in accordance with applicable law. Any other limitations under this Section of the Plan do not cease to apply as a result of termination of the Plan.

    
      	
              (iii)

            	
              Exception to Limitations on Prohibited Payments Under Certain Frozen Plans

            


    

    

    

    The limitations on prohibited payments set forth in Sections 11.01(a), 11.02(a) and 11.03 do
      not apply for a Plan Year if the terms of the Plan, as in effect for the period beginning on September 1, 2005, and continuing through the end of the Plan Year, provide for no benefit accruals with respect to any Participants. This subsection (iii)
      shall cease to apply as of the date any benefits accrue under the Plan or the date on which a Plan amendment that increases benefits takes effect.

    
      	
              (iv)

            	
              Special Rules Relating to Unpredictable Contingent Event Benefits and Plan

            


    

    

    

    Amendments Increasing Benefit Liability

    

    

    During any period in which none of the presumptions under Section 11.07(a) apply to the Plan
      and the Plan's enrolled actuary has not yet issued a certification of the Plan's adjusted funding target attainment percentage for the Plan Year, the limitations under Sections 11.01(b) and 11.02(b) shall be based on the inclusive presumed adjusted
      funding target attainment percentage for the Plan, calculated in accordance with the rules of Section 1.436-1(g)(2)(iii) of the Treasury Regulations.

    
      
        

        

      

      
        


      
        

        

      

    

    

    

    
      	
              (c)

            	
              Special Rules Under PRA 2010

            


    

    

    

    
      	
              (i)

            	
              Payments Under Social Security Leveling Options.

            


    

    

    

    For purposes of determining whether the limitations under Section 11.01(b) or 11.02(a) apply
      to payments under a Social Security leveling option, within the meaning of Code Section 436(j)(3)(C)(i), the adjusted funding target attainment percentage for a Plan Year shall be determined in accordance with the "Special Rule for Certain Years"
      under Code Section 436(j)(3) and any Treasury Regulations or other published guidance thereunder issued by the Internal Revenue Service.

    
      	
              (ii)

            	
              Limitation on Benefit Accruals

            


    

    

    

    For purposes of determining whether the accrual limitation under Section 11.02(c) applies to the
      Plan, the adjusted funding target attainment percentage for a Plan Year shall be determined in accordance with the "Special Rule for Certain Years" under Code Section 436(j)(3) (except as provided under Section 203(b) of the Preservation of Access to
      Care for Medicare Beneficiaries and Pension Relief Act of 2010, if applicable).

    

    

    
      	
              (d)

            	
              Interpretation of Provisions

            


    

    

    

    The limitations imposed by this Article 11 of the Plan shall be interpreted and administered in
      accordance with Code Section 436 and Section 1.436-1 of the Treasury Regulations, including without limitation, Section 1.436-1(f).

    

    

    11.06 Definitions

    

    

    The definitions in the following Treasury Regulations apply for purposes of this Article 11: Section 1.436-1(j)(1)
      defining adjusted funding target attainment percentage; Section 1.436- 1(j)(2) defining annuity starting date; Section 1.436-1(j)(6) defining prohibited payment; Section 1.436-1(j)(8) defining Code Section 436 measurement date; and Section
      1.436-1(j)(9) defining an unpredictable contingent event and an unpredictable contingent event benefit.”