Cousens EMPLOYMENT AGREEMENT 2003

twenty-four (24) months of Executive's then current Base Salary; (iii) the
"target incentive amount" under any executive annual incentive plan established
by the Company for a fiscal year ending during the Benefits Continuation Period,
and the same "target incentive amount" for any such executive annual incentive
plan, pro-rated to the end of the Benefits Continuation Period, for a fiscal
year commencing during but ending after the Benefit Continuation Period, or the
equivalent under any bonus or variable compensation plan which may hereafter be
adopted by the Company in lieu of such executive annual incentive plan; (iv)
accelerated vesting of all stock options and restricted stock granted to
Executive under any executive long term incentive plan established by the
Company but not yet vested on the effective date of termination of employment,
or at the Company's option, the cash value of the stock options and restricted
stock forfeited under such grants based on fair market value on the effective
date of termination of employment; (v) accelerated vesting of all "target"
restricted performance shares awarded to Executive under any executive long term
incentive plan established by the Company that would be earned in the fiscal
year of termination of employment, or at the Company's option, the cash value of
the "target" restricted performance shares forfeited under such awards based on
fair market value on the effective date of termination of employment; and (vi)
coverage during the Benefits Continuation Period under the following employee
benefit plans or provisions for comparable benefits outside such plans, but only
to the extent comparable coverage is not provided by any new employer, for (x)
Group Health Insurance Program, (y) Long-Term Disability Plan (as provided under
such plan, Executive shall be required to pay the premium), and (z) Group Life
and Accidental Death and Dismemberment Insurance (at the levels in effect at the
date of termination of employment).


(d) Termination for Cause; Resignation. If
Executive's employment terminates due to
a Termination for Cause (as defined below) or a Resignation (as defined below),
Base Salary earned but unpaid as of the date of such termination will be paid to
Executive in a lump sum and the Company will have no further obligations to
Executive hereunder. In the event any termination of Executive's employment for
any reason, Executive if so requested by the Company agrees to assist in the
orderly transfer of authority and responsibility to Executive's successor.

(e) For purposes of this Agreement, the following
capitalized terms have the
following meanings:

(i) "Benefits Continuation Period" means
that number of months which is
equal to the number of months of Base Salary that Executive receives as a lump
sum severance payment in accordance with Sections 9(a) or 9(b) hereof.

(ii) "Change of Control" shall have the
meaning set forth in the SERP.

(iii) "Constructive Discharge" means: (A)
any material failure by the
Company to fulfill its obligations under this Agreement (including, without
limitation, any reduction of the Base Salary, as the same may be increased
during the Period of Employment, or other material element of compensation); (B)
a material and adverse change to, or a material reduction of, Executive's duties
and responsibilities to the Company; or (C) the relocation of Executive's
primary office to any location more than fifty (50) miles from the Company's
principal executive offices. Executive will provide the Company a written notice
which describes the circumstances being relied upon for all terminations of
employment by Executive resulting from any circumstances claimed to be a
Constructive Discharge thirty (30) days after the event giving rise to the
notice. The Company will have thirty (30) days after receipt of such notice to
remedy the situation prior to Executive's termination of employment due to a
Constructive Discharge.

(iv) "Resignation" means a termination of
Executive's employment by
Executive, other than in connection with Executive's Disability pursuant to
Section 7 hereof, Death pursuant to Section 8 hereof or Constructive Discharge
pursuant to Sections 9(a) or 9(b) hereof.

(v) "SERP" means the Company's 1989
Supplemental Executive Retirement
Plan, as amended or restated from time to time. (vi) A "Special Change of Control" shall be
deemed to have occurred if a
Person (as hereinafter defined) who was the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of 33-1/3% or more of the Voting Power (as hereinafter defined) of
the Company on January 1, 1989, ceases to have the Voting Power to elect a
majority of the board of directors of the Company. For purposes of this
subsection, each of the terms "Person" and "Voting Power" shall have the meaning
ascribed to it by Section 6.3 of the SERP (as if it had been used in clause (b)
of Section 6.2 of the SERP). For avoidance of doubt, it is understood by
Executive and the Company that the only Person who was the beneficial owner,
directly or indirectly, of 33-1/3% or more of the Voting Power of the Company on
January 1, 1989, was composed of W. Bradford Wiley, Deborah E. Wiley, Peter
Booth Wiley and William Bradford Wiley II (including trusts for which such any
such persons serves as trustee); and it is further understood that as of the
date hereof, such Person was composed of Deborah E. Wiley, Peter Booth Wiley and
William Bradford Wiley II (including trusts for which any such person serves as
trustee). Notwithstanding the foregoing, a Special Change of Control shall not
be deemed to have occurred as a result of a "person" comprising such Person
ceasing to have Voting Power to elect a majority of the Board of Directors of
the Company so long as the other "person" or "persons" who compose such Person,
in the aggregate, continue to have Voting Power to elect a majority of the board
of directors of the Company.

(vii) "Termination for Cause" means: (A)
Executive's refusal or willful
and continued failure to substantially perform Executive's material duties to
the best of Executive's ability under this Agreement (for reasons other than
death or disability), in any such case after written notice thereof; (B)
Executive's gross negligence in the performance of Executive's material duties
under this Agreement; (C) any act of fraud, misappropriation, material
dishonesty, embezzlement, willful misconduct or similar conduct; (D) Executive's
conviction of or plea of guilty or nolo contendere to a felony or any crime
involving moral turpitude; or (E) Executive's material and willful violation of
any of the Company's reasonable rules, regulations, policies, directions and
restrictions.

(viii) "Without Cause Termination" or
"Terminated Without Cause" means
termination of Executive's employment by the Company other than in connection
with Executive's Disability pursuant to Section 7 hereof, death pursuant to
Section 8 hereof or Constructive Discharge pursuant to Sections 9(a) or 9(b)
hereof, or the Company's Termination for Cause of Executive.

(f) Conditions to Payment. All payments and benefits
due to Executive under this
Section 9 shall be contingent upon the execution by Executive (or Executive's
beneficiary or estate) of a general release of all claims to the maximum extent
permitted by law against the Company, its affiliates, and their current and
former officers, directors, employees and agents in such form as determined by
the Company in its sole discretion.

(g) No Other Payments. Except as provided in this
Section 9, Executive shall not be
entitled to receive any other payments or benefits from the Company due to the
termination of Executive's employment, including but not limited to, any
employee benefits under any of the Company's employee benefits plans or
arrangements (other than at Executive's expense under the Consolidated Omnibus
Budget Reconciliation Act of 1985 or pursuant to the written terms of any
pension benefit plan in which Executive is a participant in which the Company
may have in effect from time to time) or any right to severance benefits.
Notwithstanding the foregoing sentence, in the event of a termination of
employment by Executive under the circumstances described in Section 9(b) hereof
following a Change of Control, nothing in this Agreement shall reduce
Executive's entitlement, if any, to any payment or benefit pursuant to the LTIP
resulting from Executive's termination of employment following a Change of
Control.1 Wiley-Benefits/Legal to confirm whether this last sentence is
necessary in light of the inclusion of clauses (iv) and (v) in Section 9(b).

(h) Conditional Payments and Limitations. (i) In the event that (A) any payment or
benefit received or to be received by Executive pursuant to the terms of this Agreement or of any other plan, arrangement or agreement of the Company (or any affiliate) (together, the "Payments") would, in the opinion of independent tax counsel selected by the Company and reasonably acceptable to Executive ("Tax Counsel"), be subject to the excise tax (the "Excise Tax") imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (in whole or in part), determined as provided below, and (B) the present value of the Payments is less than 115% of the present value of an amount calculated such that no portion of the Payments would be subject to the Excise Tax, then the Payments shall be reduced (but not below zero) until no portion of the payments would be subject to the Excise Tax. In the event that (C) the Payments would, in the opinion of Tax Counsel, be subject to the Excise Tax (in whole or in part), determined as provided below, and (D) the present value of the Payments is equal to or greater than 115% of the present value of an amount calculated such that no portion of the Payments would be subject to the Excise Tax, then the Company shall pay to Executive, at the time specified in Section 9(h)(vi) below, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of the Excise Tax on the Covered Payments (as that term is defined below) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 9(h), and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the total present value of the Covered Payments at the time such Covered Payments are to be made.

(ii) For purposes of determining whether any
of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax: (1) the total amount of the Payments shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of Tax Counsel, a Payment (in whole or in part) does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, or such "excess parachute payments" (in whole or in part) are not subject to the Excise Tax; (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of "excess parachute payments" within the meaning of section 280G(b)(1) of the Code (after applying clause (1) hereof); and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of sections 280G(d)(3) and (4) of the Code.

(iii) In the event that by reason of the
application of this Section 9(h), the Payments to Executive shall be reduced, then Executive may select from among the Payments those Payments to be reduced.

(iv) As used in this Section 9(h), the term
"Covered Payments" shall mean the payments and/or benefits payable to Executive pursuant to the provisions of Sections 9(b)(i), 9(b)(ii), 9(b)(iii), 9(b)(iv) and 9(b)(vi) of this Agreement (but in the case of Section 9(b)(iv), only with respect to restricted performance shares awarded to Executive that have been earned prior to a Change of Control), the SERP and the Company's Nonqualified Supplemental Benefit Plan. Covered Payments shall not include any payments and/or benefits other than those listed in the preceding sentence (including, without limitation, any payments and/or benefits under the EAIP or the LTIP), except as expressly provided above.

(v) For purposes of determining the amount
of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rates of federal income taxation applicable to the individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rates of taxation applicable to individuals as are in effect in the state and locality of Executive's residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.

(vi)The Gross-Up Payment provided for in
Section 9(h)(i) hereof shall be made upon the earlier of (A) the making to Executive of any Payment or (B) the imposition upon Executive or payment by Executive of any Excise Tax.

(vii) If it is established pursuant to a
final determination of a court or an Internal Revenue Service proceeding or the opinion of Tax Counsel that the Excise Tax on Covered Payments is less than the amount taken into account under Section 9(h)(i) hereof, Executive shall repay to the Company within five days of Executive's receipt of notice of such final determination or opinion the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax or a federal, state and local income tax deduction) plus any interest received by Executive on the amount of such repayment. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the opinion of Tax Counsel that the Excise Tax on Covered Payments exceeds the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess within five days of the Company's receipt of notice of such final determination or opinion. Executive acknowledges that the timing of the Gross-Up Payment made by the Company to the Executive pursuant to Section 9(h) hereof is for the benefit of the Executive, and that any repayment of such Gross-Up Payment by Executive to the Company that may subsequently be required pursuant to this Section 9(h)(vii) is solely for the purposes of the Company's recoupment of compensation that the Company overpaid to Executive.

10. Other Duties of Executive During and After the Period of
Employment.

(a) Non-Competition and Non-Disclosure Agreement.
Simultaneously with the execution of this Agreement, Executive agrees to execute and to comply with the terms of the Non-Competition and Non-Disclosure Agreement (hereinafter referred to as the "Non-Competition Agreement") in the form provided to Executive by the Company. The terms and conditions of the Non-Competition Agreement are incorporated herein by reference and made a part of this Agreement as if fully set forth herein.

(b) Agreement To Arbitrate. Simultaneous with the
execution of this Agreement, Executive agrees to execute and to comply with the terms of the Agreement to Arbitrate (hereinafter referred to as the "Agreement to Arbitrate") in the form provided to Executive by the Company. The terms and conditions of the Agreement to Arbitrate are incorporated herein by reference and made a part of this Agreement as if fully set forth herein.

11. Indemnification. The Company will indemnify Executive to
the fullest extent permitted by the laws of the state of the Company's
incorporation in effect at that time, or the certificate of incorporation and
by-laws of Company, whichever affords the greater protection to Executive.

12. Mitigation. Executive will not be required to mitigate the
amount of any payment provided for hereunder by seeking other employment or
otherwise, nor will the amount of any such payment be reduced by any
compensation earned by Executive as the result of employment by another employer
after the date Executive's employment hereunder terminates.

13. Withholding Taxes. Executive acknowledges and agrees that
the Company may directly or indirectly withhold from any payments under this
Agreement all federal, state, city or other taxes that will be required pursuant
to any law or governmental regulation.

14. Effect of Prior Agreements. This Agreement, together with
the Non-Competition Agreement and the Agreement to Arbitrate, constitute the
sole and entire agreements and understandings between Executive and the Company
with respect to the matters covered thereby, and there are no other promises,
agreements, representations, warranties or other statements between Executive
and the Company in respect to such matters not expressly set forth in these
agreements. These agreements supersede all prior and contemporaneous agreements,
understandings or other arrangements, whether written or oral, concerning the
subject matter thereof. Upon execution of this Agreement, Executive's existing
employment agreement with the Company shall be superceded by this Agreement in
its entirety and shall be of no further force and effect.

15. Notices. Any notice required, permitted, or desired to be
given pursuant to any of the provisions of this Agreement shall be deemed to
have been sufficiently given or served for all purposes if delivered in person
or sent by registered or certified mail, return receipt requested, postage and
fees prepaid, as follows:

If to the Company, at:

John Wiley & Sons, Inc.
111 River Street
Hoboken, New Jersey 07030
Attention: Chief Executive Officer

with a copy to:

John Wiley & Sons, Inc.
111 River Street
Hoboken, New Jersey 07030
Attention: General Counsel

If to Executive, at:

174 Trenor Drive
New Rochelle, New York 10804

Either of the parties hereto may at any time and from time to time change the
address to which notices shall be sent hereunder by notice to the other party.

16. Assignability. The obligations of Executive may not be
delegated and, except as expressly provided in Section 8 hereof relating to the
designation of a beneficiary in the event of death, Executive may not, without
the Company's written consent thereto, assign, transfer, convey, pledge,
encumber, hypothecate or otherwise dispose of this Agreement or any interest
therein. Any such attempted delegation or disposition shall be null and void and
without effect. The Company and Executive agree that this Agreement and all of
the Company's rights and obligations hereunder may be assigned or transferred by
the Company to and may be assumed by and become binding upon and may inure to
the benefit of any affiliate of or successor to the Company. The term
"successor" shall mean (with respect to the Company or any of its subsidiaries)
any other corporation or other business entity which, by merger, consolidation,
purchase of the assets, or otherwise, acquires all or a material part of the
assets of the Company. Any assignment by the Company of its rights or
obligations hereunder to any affiliate of or successor to the Company shall not
be a termination of employment for purposes of this Agreement.

17. Modification. This Agreement may not be modified or
amended except in writing signed by the parties. No term or condition of this
Agreement will be deemed to have been waived except in writing by the party
charged with waiver. A waiver will operate only as to the specific term or
condition waived and will not constitute a waiver for the future or act on
anything other than that which is specifically waived.

18. Governing Law. This Agreement has been executed and
delivered in the State of New York and its validity, interpretation, performance
and enforcement will be governed by the internal laws of that state without
regard to the choice of law rules.

19. Separability. All provisions of this Agreement are
intended to be severable. In the event any provision or restriction contained
herein is held to be invalid or unenforceable in any respect, in whole or in
part, such finding will in no way affect the validity or enforceability of any
other provision of this Agreement. The parties hereto further agree that any
such invalid or unenforceable provision will be deemed modified so that it will
be enforced to the greatest extent permissible under law, and to the extent that
any court of competent jurisdiction determines any restriction herein to be
unreasonable in any respect, such court may limit this Agreement to render it
reasonable in the light of the circumstances in which it was entered into and
specifically enforce this Agreement as limited.

20. No Waiver: No course of dealing or any delay on the part
of the Company or Executive in exercising any rights hereunder shall operate as
a waiver of any such rights. No waiver of any default or breach of this
Agreement shall be deemed a continuing waiver of any other breach or default.

21. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered, effective as of the date first indicated above by a
duly authorized officer of the Company.

EXECUTIVE: JOHN WILEY & SONS, INC.




/S/ Ellis E. Cousens /S/ William J. Pesce
------------------------------- ------------------------------------------
Ellis E. Cousens William J. Pesce
President and Chief Executive Officer


Signed April 29, 2003