Compensatory Arrangement for D. Edward Smyth with The McGraw-Hill Companies

Summary

This agreement outlines the compensation package for D. Edward Smyth as Executive Vice President, Corporate Affairs, and Executive Assistant to the Chairman, President, and CEO of The McGraw-Hill Companies. Mr. Smyth will receive a base salary of $500,000, a guaranteed short-term incentive of $300,000 for 2009 (subject to employment on the payout date), participation in a long-term stock incentive program with a $750,000 grant, and a sign-on bonus of restricted stock valued at $250,000 that vests after three years. He is also eligible for other standard executive benefits.

EX-10.2 3 y76652exv10w2.htm EX-10.2 EX-10.2

Exhibit (10.2)

Compensatory Arrangement for D. Edward Smyth, Executive Vice President, Corporate Affairs and Executive Assistant to the Chairman, President and Chief Executive Officer

	1.		Base salary of $500,000

	2.		Participation in The McGraw-Hill Companies’ Key Executive Short-Term Incentive Compensation Plan. For 2009 Plan Year, incentive opportunity of $300,000 is guaranteed, less applicable income tax deductions. Payment is subject to employment with the Corporation on the Plan payout date on or before March 15, 2010.

	3.		Participation in The McGraw-Hill Companies’ Long-Term Stock Incentive Program. For the 2009 Plan Year, a grant value of $750,000 consisting of Performance Share Units and Stock Options. For purposes of determining the number of shares of said grant, the 2008 share grant values will be employed.

	4.		Sign-on Bonus of Restricted Stock with an award date value of $250,000. Said shares will fully vest on the third anniversary of the award.

	5.		Subject to paragraphs 1 through 4 above, participation in all other benefit plans and programs routinely made available to senior executives of the Corporation.