AMENDMENT NO. 5 TO THE SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN

EXHIBIT 10.1

AMENDMENT NO. 5 TO THE

SCHOLASTIC CORPORATION 1995 STOCK OPTION PLAN

           WHEREAS , Scholastic Corporation (the “Company”) maintains the Scholastic Corporation 1995 Stock Option Plan (the “Plan”); and

           WHEREAS , pursuant to Section 6 of the Plan, the Board of Directors of the Company (the “Board”) reserved the right to amend the Plan from time to time; and

           WHEREAS , the Board desires to amend the Plan.

           NOW, THEREFORE , effective as of May 21, 2008, the Plan is amended as follows:

           1. Section 8 of the Plan is amended by replacing paragraph (h) thereof in its entirety with the following:

“(h) Transferability . Stock Options granted under the Plan shall not be transferable otherwise than by will or by the laws of descent and distribution and shall be exercisable during the Optionee’s lifetime only by the Optionee. Notwithstanding any provision herein to the contrary, the Committee may determine at the time of grant or thereafter tha