THE McGRAW-HILL COMPANIES, INC. EMPLOYEE RETIREMENT PLAN SUPPLEMENT

Exhibit 10.15

THE McGRAW-HILL COMPANIES, INC.
EMPLOYEE RETIREMENT PLAN SUPPLEMENT

(Amended and restated effective as of January 1, 2008, unless otherwise provided)

ARTICLE I
PURPOSE

          The principal purpose of the Plan is to provide selected employees of the Employer, with retirement benefits which would have been provided under the ERP (a) were it not for the limitations imposed by Sections 401(a)(17) and 415 of the Code, and (b) had the Participant’s Earnings on which Benefits are based included amounts deferred under deferred compensation plans of an Employer and amounts paid under certain severance plans of the Company.

          Effective January 1, 2004, the Broadcasting ERIP Supplement was merged into the Plan and any benefits due to participants in the Broadcasting ERIP Supplement shall be paid from the Plan.

ARTICLE II
DEFINITIONS

          The following words and phrases as used herein shall have the following meanings:

           SECTION 2.01 “ Accounting Date ” has the meaning set forth in the ERIP.

           SECTION 2.02 “ Actuarial Equivalent ” has the meaning given such term in Section II of the ERP.

           SECTION 2.03 “ Appeal Reviewer ” has the meaning set forth in the ERP.

           SECTION 2.04 “ Beneficiary ” has the meaning set forth in the ERP.

           SECTION 2.05 “ Benefit ” means the benefit payable to a Participant or his Beneficiary under Article V of the Plan.

           SECTION 2.06 “ Board ” means the Board of Directors of the Company.

           SECTION 2.07 “ Broadcasting ERIP Supplement ” means The McGraw-Hill Broadcasting Company, Inc. Employee Retirement Income Plan Supplement.

           SECTION 2.08 “ Broadcasting Participant ” means a Participant who was a participant in the Broadcasting ERIP Supplement on December 31, 2003.

           SECTION 2.09 “ Change in Control ” means the first to occur of any of the following events:

      (i) An acquisition by any 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 (the “ Outstanding Common Stock ”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding , however , the following: (1) any acquisition directly from the Company, 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 Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2.09; or

     (ii) A change in the composition of the Board such that the Directors who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the “ Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided , however , for purposes of this Section 2.09, that any individual who becomes a Director subsequent to the Effective Date, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those Directors who were members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such Director 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 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 Company (“ Corporate Transaction ”); excluding , however , such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding 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 Company or all or substantially all of the Company’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 Common Stock and Outstanding Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of

the Company 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 (C) 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

     (iv) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

           SECTION 2.10 “ Claimant ” has the meaning set forth in Section 6.01 of the Plan.

           SECTION 2.11 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

           SECTION 2.12 “ Committee ” means the Compensation Committee of the Board.

           SECTION 2.13 " Common Stock ” means the common stock, $1.00 par value per share, of the Company.

           SECTION 2.14 “ Company ” means The McGraw-Hill Companies, Inc., a corporation organized under the laws of the State of New York, or any successor corporation.

           SECTION 2.15 “ Continuous Service ” has the meaning set forth in the ERP.

           SECTION 2.16 “ Director ” means an individual who is a member of the Board.

          SECTION 2.17 “ Dollar Income ” has the meaning set forth in the ERIP.

           SECTION 2.18 “ Earnings ” for purposes of Section 5.01(c) of the Plan has the meaning set forth in the ERIP. All other references to “ Earnings ” in the Plan mean all compensation paid by the Employer to an Employee for services rendered, including short-term incentive compensation. Earnings shall also include any reductions in compensation made pursuant to The McGraw-Hill Companies, Inc. Flexible Spending Account Plan, The 401(k) Savings and Profit Sharing Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries, the Transportation Benefit Program and similar plans of the Company’s subsidiaries. For purposes of the Plan, “ Earnings ” excludes all other executive contingent compensation.

           SECTION 2.19 “ Effective Date ” means the date set forth in Section 8.08 of the Plan.

           SECTION 2.20 “ Employee ” has the meaning set forth in the ERP.

           SECTION 2.21 “ Employer ” means the Company and its subsidiaries.

           SECTION 2.22 “ Employment Termination Date ” means the date of a Participant’s “separation from service” from the Company, as defined in Section 409A(a)(2)(A)(i) of the Code.

           SECTION 2.23 “ ERIP ” means the Employee Retirement Income Plan of McGraw-Hill Broadcasting Company, Inc. and Its Subsidiaries as in effect on December 31, 2003.

           SECTION 2.24 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

           SECTION 2.25 “ ERP ” means the Employee Retirement Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries.

           SECTION 2.26 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations promulgated thereunder.

           SECTION 2.27 “ Extension Notice ” has the meaning set forth in Section 6.01 of the Plan.

           SECTION 2.28 “ Key Executive Plan ” means The McGraw-Hill Companies, Inc. Key Executive Short-Term Incentive Deferred Compensation Plan, as amended from time to time, or successor programs thereto.

           SECTION 2.29 “ Participant ” means an Employee of an Employer who has been selected to participate in the Plan, as provided in Article IV, and includes a Severance Plan Participant.

           SECTION 2.30 “ Plan ” means The McGraw-Hill Companies, Inc. Employee Retirement Plan Supplement, as amended from time to time.

           SECTION 2.31 “ Plan Administrator ” has the meaning set forth in the ERP.

           SECTION 2.32 “ Retirement Benefit ” has the meaning set forth in the ERP.

           SECTION 2.33 “ Unit ” has the meaning set forth in the ERIP.

           SECTION 2.34 “ Units of Variable Income ” has the meaning set forth in the ERIP.

           SECTION 2.35 “ Severance Plan ” means The McGraw-Hill Companies, Inc. Management Severance Plan, The McGraw-Hill Companies, Inc. Executive Severance Plan or The McGraw-Hill Companies, Inc. Senior Executive Severance Plan, as amended from time to time, or successor programs thereto.

           SECTION 2.36 “ Severance Plan Earnings ” means the total amount of salary continuation payments paid to a Severance Plan Participant under a Severance Plan (excluding any amount paid in a lump sum in lieu of salary continuation).

           SECTION 2.37 “ Severance Plan Participant ” means a former Employee of an Employer who is entitled to remain an active participant in certain Company-sponsored plans and programs under a Severance Plan (and who is not paid a single lump sum payment in lieu thereof).

           SECTION 2.38 “ Specified Employee ” means a Participant who is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code.

           SECTION 2.39 “ Stable Assets Fund Rate ” means the annual rate of return of the SPSP Stable Assets Fund, within the meaning of such term under The 401(k) Savings and Profit Sharing Plan of The McGraw-Hill Companies, Inc. and Its Subsidiaries.

ARTICLE III
ADMINISTRATION

           SECTION 3.01 Administration . The Plan shall be administered by the Plan Administrator, who shall have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as he may deem necessary or desirable. Subject to Article VI of the Plan, decisions of the Plan Administrator shall be reviewable by the Appeal Reviewer and the Committee. Subject to Article VI of the Plan, the Appeal Reviewer and the Committee shall also have the full authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, as may arise in connection with the Plan.

           SECTION 3.02 Binding Effect of Decisions . Subject to Article VI of the Plan, the decision or action of the Appeal Reviewer, Plan Administrator or Committee in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.

           SECTION 3.03 Indemnification . To the fullest extent permitted by law, the Appeal Reviewer, the Plan Administrator, the Committee and the Board (and each member thereof), and any employee of the Employer to whom fiduciary responsibilities have been delegated shall be indemnified by the Company against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.

ARTICLE IV
PARTICIPATION

           SECTION 4.01 Continuing Participants . Any individual who was a Participant in the Plan immediately prior to the effective date of this amendment and restatement shall continue to be a Participant on such date, subject to the terms and provisions of the Plan.

           SECTION 4.02 New Participants . Any Employee of the Employer (other than a Participant described in Section 4.01 of the Plan) who is selected by the Committee to be eligible to participate in the Plan shall become a Participant as of the first day of the month coinciding wit