Pesce EMPLOYMENT AGREEMENT 2003

Exhibit 10.22



EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this "Agreement") made as of the 1st day
of March, 2003, by and between John Wiley & Sons, Inc., a New York corporation,
with offices at 111 River Street, Hoboken, New Jersey 07030 (hereinafter
referred to as the "Company"), and William J. Pesce (hereinafter referred to as
"Executive").

WHEREAS, the Executive is currently employed as President &
CEO of the Company, and Executive desires to serve the Company in such capacity.

NOW THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1. Employment. The Company agrees to employ Executive and
Executive agrees to be employed by the Company for the Period of Employment (as
defined below) and upon the terms and conditions provided in this Agreement.

2. Position and Responsibilities.

(a) During the Period of Employment, Executive will
serve as President & CEO of the Company, and subject to the direction of the Company's Board of Directors will perform such duties and exercise such supervision with regard to the business of the Company as are associated with such position, as well as such other duties as may be prescribed from time to time by the Board of Directors. Executive shall be subject to and shall observe and carry out such reasonable rules, regulations, policies, directions and restrictions consistent with the duties to be performed by Executive hereunder as the Company shall from time to time establish.

(b) Executive will, during the Period of Employment,
devote Executive's full business time and attention to the faithful and competent performance of services for the Company. Executive hereby represents and warrants to the Company that Executive has no obligations under any existing employment or service agreement and that Executive's performance of the services required of Executive hereunder will not conflict with any other existing obligations or commitments. Nothing in this Agreement shall preclude Executive from engaging, consistent with Executive's duties and responsibilities hereunder, in charitable and community affairs.

(c) Executive shall perform the duties contemplated
hereunder at the principal executive office of the Company and at such other locations as may be reasonably necessary to the performance of such duties, and Executive shall do such traveling as may be reasonably required of Executive in the performance of such duties.

3. Period of Employment. The period of Executive's employment
under this Agreement (the "Period of Employment") will begin on March 1, 2003
(the "Commencement Date"), and end on the third anniversary thereof, subject to
earlier termination and further renewal as provided in this Agreement.
Executive's Period of Employment shall automatically renew for subsequent three
year periods, subject to the terms of this Agreement, unless either party gives
written notice 90 days or more prior to the expiration of the then existing
Period of Employment of Executive's or the Company's decision not to renew. A
decision by the Company not to renew other than as a result of Executive's death
or Disability (as defined below), and other than in circumstances which would
give rise to a Termination for Cause (as defined below) shall be treated as a
Without Cause Termination (as defined below), and so governed by the provisions
of Section 9 hereof.

4. Compensation and Benefits. For all services rendered by
Executive pursuant to this Agreement during the Period of Employment, including
services as an executive, officer, director or committee member of the Company
or any of its subsidiaries or affiliates, Executive will be compensated as
follows:

(a) Base Salary. The Company will pay Executive a
fixed base salary ("Base Salary") of not less than $750,000 per annum. Executive will be eligible to receive annual increases as the Company's Board of Directors (the "Board") deems appropriate, in accordance with the Company's customary procedures regarding the salaries of senior officers. Base Salary will be payable according to the customary payroll practices of the Company but in no event less frequently than once each month.

(b) Executive Compensation Plans. Executive shall be
eligible to participate in all of the Company's executive compensation plans in effect on the date hereof in which any senior executive of the Company is eligible to participate, including but not limited to the Company's Executive Annual Incentive Plan, as amended or restated from time to time (the "EAIP"), the Company's Long Term Incentive Plan, as amended or restated from time to time (the "LTIP"), or equivalents, for so long as such plans remain in effect. Nothing in this Agreement shall require the Company or its affiliates to establish, maintain or continue any executive compensation plan or restrict the right of the Company or any of its affiliates to amend, modify or terminate any such plan.

(c) Participation in Benefit Plans. To the extent
that Executive's participation or coverage is not duplicative of that provided under an executive compensation plan or arrangement in which Executive is eligible to participate, the Company shall afford Executive with an opportunity to participate in any health care, dental, disability insurance, life insurance, retirement, savings and any other employee benefits plans, policies or arrangements which the Company maintains for its employees in accordance with the written terms of such plans, policies or arrangements. Nothing in this Agreement shall require the Company or its affiliates to establish, maintain or continue any benefit plans, policies or arrangements or restrict the right of the Company or any of its affiliates to amend, modify or terminate any such benefit plan, policy or arrangement.

(d) Vacations, Holidays or Temporary Leave. Executive
shall be entitled to take four weeks of vacation per calendar year, or such greater amount, if any, as provided in the policies of the Company then applicable to Executive, without loss or diminution of compensation. Such vacation shall be taken at such time or times consistent with the needs of the Company's business. Executive shall further be entitled to the number of paid holidays, and leaves for illness or temporary disability in accordance with the Company's policies as such policies may be amended from time to time or terminated in the Company's sole discretion.

5. Other Offices. Executive agrees to serve without additional
compensation, if elected or appointed thereto, as an officer or director of any
of the Company's subsidiaries or affiliates or as any other officer of the
Company.

6. Business Expenses. The Company will reimburse Executive for
all reasonable travel and other expenses incurred by Executive in connection
with the performance of Executive's duties and obligations under this Agreement.
Executive will comply with such limitations and reporting requirements with
respect to expenses as may be established by Company from time to time and will
promptly provide all appropriate and requested documentation in connection with
such expenses.

7. Disability. If Executive becomes Disabled (as defined
below) during the Period of Employment, the Company may, in its discretion, hire
a permanent replacement to fill the position previously held and to perform the
duties previously performed by Executive, provided, however, the Company shall
continue Executive's employment with the Company on an inactive basis to the
extent necessary to continue to maintain Executive's eligibility for benefits
available under the Company's Group Long-Term Disability Insurance Plan or under
any generally similar plan then in effect (the "LTD Plan") and such other
employee benefit plans that are generally available to employees receiving
benefits under the LTD Plan, in accordance with the terms of such plan(s) as
they may be amended from time to time. For purposes of this Agreement,
"Disabled" or "Disability" means Executive's inability, because of mental or
physical illness or incapacity, whether total or partial, to perform one or more
of the primary duties of Executive's employment, with or without reasonable
accommodation, for a length of time that the Company determines is sufficient to
satisfy such obligations as it may have under the Family and Medical Leave Act
("FMLA") and such "reasonable accommodation" obligations it may have under
federal, state or local disability laws. Upon Executive's entitlement to receive
benefits available under the LTD Plan and such other benefits generally
available to employees receiving benefits under the LTD Plan, the Company's
obligation to provide Executive compensation and other benefits pursuant to
Section 4 hereof shall cease. In the event that Executive ceases to be Disabled
and Executive is able to return to work and Executive's former position is not
open, the Company will endeavor to find, and will work interactively with
Executive to find, a position of comparable responsibility, compensation and
benefits and to reinstate Executive to such position, if such a position is
available at the conclusion of Executive's disability leave of absence. Prior to
restoration of Executive to active employment with the Company, Executive shall
cooperate in obtaining all fitness for duty certifications from Executive's
treating physician(s) and such other physicians as the Company may request in
accordance with the FMLA and federal, state and local disability and worker's
compensation laws. Within fifteen (15) days of receipt of all medical
certification(s) requested by the Company, if the Company does not restore
Executive to active employment with the Company, then at that time Executive's
employment with the Company will be deemed to have terminated. Under the policy
currently in effect for employees of the Company, such termination will be
treated as a Without Cause Termination in accordance with Paragraph 9(a) below,
provided the Executive has not then attained the age of 65. Nothing in this
Agreement shall require the Company to continue such policy, and such
termination shall be treated in accordance with the policy applicable at the
time the Executive becomes disabled.

8. Death. In the event of the death of Executive during the
Period of Employment, the Period of Employment will end and the Company's
obligation to make payments under this Agreement will cease as of the date of
death, except that the Company will pay to Executive's beneficiary designated
for purposes of Executive's life insurance provided by the Company, or absent
such designation to Executive's estate, Executive's Base Salary until the end of
the month in which Executive dies, and except for any rights and benefits of
Executive under the benefit plans and programs of the Company including, without
limitation, the SERP (as defined below) in which Executive is a participant, as
determined in accordance with the terms and provisions of such plans and
programs. The payout under the EAIP, or equivalent, for the fiscal year in which
Executive's death occurs, shall be annualized and paid at the normal time to
Executive's estate pro rata to the date of death. The value of the "payout
amount," in cash, for any executive long term incentive plan established by the
Company, the plan cycle of which ends within 12 months after the date of
Executive's death, shall be paid at the normal time to Executive's estate.

9. Effect of Termination of Employment.

(a) Without Cause Termination and Constructive
Discharge Absent a Change of Control or a Special Change of Control. If Executive's employment terminates during the Period of Employment in circumstances in which no Change of Control (as defined below) or Special Change
of Control (as defined below) has occurred, due to a Without Cause Termination
or a Constructive Discharge, then the Company will provide Executive (or
Executive's surviving spouse, estate or personal representative, as applicable)
the following payments and/or benefits upon such event: (i) Base Salary earned
but unpaid as of the effective date of such termination of employment; (ii) a
lump sum amount equal to thirty six (36) 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 "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 subsequent fiscal years, 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; (v) 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) the Company's Group Health Insurance Program, (y)
the LTD Plan (as provided under such plan, Executive shall be required to pay
the premium), and (z) the Company's Group Life and Accidental Death and
Dismemberment Insurance (at the levels in effect at the date of termination of
employment).

(b) Without Cause Termination and Constructive
Discharge Following a Change of Control or a Special Change of Control. If Executive's employment terminates during the Period of Employment due to a Without Cause Termination or a Constructive Discharge within the twenty-four (24) month period following a Change of Control or a Special Change of Control, then in addition to the payments and benefits described in 9(a) hereof, the Company will provide (i) Executive (or Executive's surviving spouse, estate or personal representative, as applicable) the following payments and/or benefits upon such event: 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; (ii) all payments and benefits to which Executive may be entitled pursuant to the terms and conditions of the SERP; and (iii) all payments and benefits to which Executive may be entitled under the Company's Non-Qualified Supplemental Benefit Plan.

(c) 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.

(d) 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 Section 9(a) 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 Section9(a) 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) hereof, or the Company's Termination for Cause of Executive.

(e) 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.

(f) 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.

(g) 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(g)(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(g), 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(g), 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(g), the term
"Covered Payments" shall mean the payments and/or benefits payable to Executive pursuant to the provisions of Sections 9(a)(i), 9(a)(ii), 9(a)(iii), 9(a)(v) and 9(b) of this Agreement (but in the case of Section 9(b), 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(g)(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(g)(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(g) 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(g)(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: SVP, Human Resources

with a copy to:

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

If to Executive, at:
2 Heath Drive
Basking Ridge, New Jersey 07030

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/ William J. Pesce /S/ Peter B. Wiley
------------------------------------ ---------------------------------
William J. Pesce Peter B. Wiley
President and Chief Executive Officer Chairman



Signed April 29, 2003