EXHIBIT 1 LIMITED LIABILITY COMPANY AGREEMENT

EXHIBIT 1

LIMITED LIABILITY COMPANY AGREEMENT

▇.▇. ▇▇▇▇▇▇▇▇ TRUSTS LLC

This Limited Liability Company Agreement, dated as of the 12th
day of March, 2003, is between and among (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
and ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, as trustees of the trust under Article Sixth of the
will of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ f/b/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, as trustees of the trust under Article
Sixth of the will of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ f/b/o ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇; (iii) ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, as trustees of the trust
under Article Sixth of the will of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ f/b/o ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇; (iv) ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ as trustee of the Trust under agreement dated June 2,
1958 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Grantor, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, as Trustees, f/b/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (v) ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ as
trustee of the Trust under agreement dated June 2, 1958 between ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, as Grantor, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Trustees
f/b/o ▇▇▇▇▇ ▇▇▇▇▇ Wiley; and (vi) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as trustee of the Trust under
agreement dated June 2, 1958 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Grantor, and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Trustees, f/b/o ▇. ▇▇▇▇▇▇▇▇ Wiley II, each
of whom is referred to herein as a "Member."

* * * * * * * * *

WHEREAS, the Members have determined that it is advisable to
form a limited liability company (the "Company") under the laws of the State of
Delaware for the purpose of investing in and owning the securities of ▇▇▇▇ ▇▇▇▇▇
& Sons, Inc. and effectuating any and all transactions with respect thereto;

WHEREAS, the Company is formed by Members who know and trust
one another and who have surrendered certain individual management control with
respect to the assets of the Company for the purpose of creating unified control
of the Company's assets based upon their relationship and trust and,
accordingly, an unauthorized transfer of a Member's interest could create a
substantial hardship to the Company and the Members; and

WHEREAS, in consideration of the foregoing the Members have
determined that it is advisable to establish the restrictions upon ownership and
transfer of interests in the Company set forth herein;

NOW, THEREFORE, in consideration of the premises and the
mutual promises hereinafter set forth, the Members agree as follows:

ARTICLE I.

Formation, Name and Principal
Place of Business

1. Formation. The Members hereby organize the Company, to be
known as ▇.▇. ▇▇▇▇▇▇▇▇ Trusts LLC, pursuant to the Delaware Limited Liability
Company Act, Title 6, Chapter 18 of the Delaware Code (the "Law"; all references
to the Law shall include any amendments or any substitute or successor
provisions thereto).

2. Place of Business. The principal place of business of the
Company shall be located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇.

ARTICLE II.

Purpose of the Business

The Company shall engage in the business of owning, investing
in, administering and otherwise managing the securities of ▇▇▇▇ ▇▇▇▇▇ & Sons,
Inc. held by the Company from time to time and such other lawful activities as
the Members shall determine.

ARTICLE III.

MEMBERS

No person shall be admitted as a Member hereof unless he, she
or it is (i) a descendant of ▇. ▇▇▇▇▇▇▇▇ Wiley; (ii) a trustee of a trust in
which the remaindermen are, exclusively, descendants of ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, which
shall, for all purposes of this Agreement, include a trustee of a trust for a
spouse of any such descendant of ▇. ▇▇▇▇▇▇▇▇ Wiley in which the remaindermen
are, exclusively, descendants of ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or (iii) a limited liability
company or family limited partnership or other entity in which all interests are
owned, and are required to be owned, exclusively by descendants of ▇. ▇▇▇▇▇▇▇▇
Wiley.

ARTICLE IV.

CAPITAL CONTRIBUTIONS
AND MEMBERS' ACCOUNTS

1. Initial Capital Contributions. As their initial capital
contributions to the Company, each Member shall be credited with the amount of
capital contribution to the Company reflected on Exhibit A hereto.

2. Additional Contributions; No Withdrawal. No Member shall
have any obligation to contribute additional capital or make any loan to the
Company. No interest shall be paid on any capital contributed to the Company. No
Member shall be entitled to a return of all or any part of the capital
contributions of such Member in the Company until the full and complete winding
up and liquidation of the business and affairs of the Company or upon withdrawal
of the Member in accordance with Article VIII, Section 2(c) hereof.

3. Capital Accounts. (a) A single capital account (hereinafter
called the "Capital Account") shall be maintained for each Member in accordance
with the capital accounting rules of Section 704(b) of the Internal Revenue Code
of 1986, as amended (the "Code"; all citations to

the Code or to the Regulations promulgated thereunder (the "Regulations") shall
include any amendments or any substitute or successor provisions thereto). In
general, under such rules, a Member's Capital Account shall be:

(i) increased by (A) the amount of money contributed by the
Member to the Company (including the amount of any Company liabilities that are
assumed by such Member other than in connection with distributions of Company
property), (B) the fair market value of property contributed by the Member to
the Company (net of liabilities secured by such contributed property that under
Section 752 of the Code the Company is considered to assume or take subject to),
and (C) allocations to the Member of Company Net Income (or items thereof),
including income and gain exempt from tax; and

(ii) decreased by (A) the amount of money distributed to the
Member (including the amount of such Member's individual liabilities that are
assumed by the Company other than in connection with contribution of property to
the Company), (B) the fair market value of property distributed to the Member by
the Company (net of liabilities secured by such distributed property that under
Section 752 of the Code such Member is considered to assume or take subject to),
(C) allocations to the Member of expenditures of the Company not deductible in
computing its taxable income and not properly chargeable to the Capital Account,
and (D) allocations to the Member of Net Loss (or items thereof).

(b) If Section 704(c) of the Code applies to Company property
or if Company property shall be revalued pursuant to Section
1.704-1(b)(2)(iv)(f) of the Regulations, each Member's Capital Account shall be
adjusted in accordance with Section 1.704-1(b)(2)(iv)(g) of the Regulations with
respect to allocations to the Members of depreciation, depletion, amortization
and gain or loss, as computed for book purposes with respect to such property.

(c) When Company property shall be distributed in kind
(whether in connection with liquidation and dissolution of the Company or
otherwise), the Capital Accounts of the Members shall first be adjusted to
reflect the manner in which the unrealized income, gain, loss and deduction
inherent in such property (that has not been previously reflected in the Capital
Account) would be allocated among the Members, if there had been a taxable
disposition of such property at the fair market value of such property (taking
into account Section 7701(g) of the Code) on the date of distribution.

(d) The foregoing provisions of this Article IV(3) shall be
interpreted in accordance with the requirements of Section 1.704-1(b)(2)(iv) of
the Regulations. The Regulations shall govern the maintenance of Capital
Accounts to the extent this Agreement is silent as to treatment of a particular
item or a provision of this Agreement relating to Capital Account balances is in
conflict with the Regulations.

4. Percentage Interests. The percentage interest of each
Member in the Company (the "Percentage Interest") is set forth on Exhibit A
hereto.

ARTICLE V.

ALLOCATIONS
AND DISTRIBUTIONS

1. Net Income and Net Loss. "Net Income" and "Net Loss" shall
mean, for each fiscal year, the Company's income or loss, as the case may be,
for Federal income tax purposes, determined in accordance with Section 703(a) of
the Code (for this purpose, all items of income, gain, loss or deduction
required to be stated separately pursuant to Section 703(a)(1) of the Code shall
be included in determining Net Income or Net Loss), with the following
adjustments:

(i) any income of the Company that is exempt from Federal
income tax and not otherwise taken into account shall be added to Net Income or
subtracted from Net Loss; and

(ii) any expenditures of the type described in Section
705(a)(2)(B) of the Code, or treated as Section 705(a)(2)(B) of the Code
expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations, and
not otherwise taken into account, shall be subtracted from Net Income or added
to Net Loss.

2. Allocations.

(a) In General. Net Income and Net Loss will be allocated to
the Members in proportion to each Member's respective Percentage Interest.

(b) Allocations With Respect to Property. Solely for tax
purposes, in determining each Member's allocable taxable income or loss of the
Company, depreciation, depletion, amortization and gain or loss with respect to
(i) any contributed property or (ii) revalued property, if the Company's
property is revalued pursuant to Section 1.704-1 (b)(2)(iv)(f)of the
Regulations, shall be allocated to the Members in the manner provided in Section
704(c) of the Code with respect to contributed property and in the same manner
as provided in such Section with respect to any property so revalued. The
allocation shall take into account, to the full extent required or permitted by
the Code, the difference between the adjusted basis of the property to the
Member contributing it (or, with respect to property which has been revalued,
the adjusted basis of the property to the Company) and the fair market value of
the property determined by the Members at the time of its contribution or
revaluation, as the case may be.

(c) Change of Pro Rata Interests. Except as required by law,
if the proportionate interests of the Members of the Company are changed during
any taxable year,

unless the Members agree otherwise, all items to be allocated to the Members for
such entire taxable year shall be prorated on the basis of the portion of such
taxable year which precedes each such change and the portion of such taxable
year on and after each such change according to the number of days in each such
portion, and the items so allocated for each such portion shall be allocated to
the Members in the manner in which such items are allocated as provided in
Article V, Section 2(a) during each such portion of the taxable year in
question.

3. Distributions. Distributions, if any, shall be made as and
when determined by the Managers and in the form of cash, securities or such
other property of the Company as the Managers may so determine. Distributions
shall be made to Members in accordance with their respective Percentage
Interests as of the date of such distribution, subject to adjustments as
provided in Article V, Section 2(c) in the event of a change in pro rata
interests.

ARTICLE VI.

MANAGEMENT

1. Managed by Managers. (a) The business and affairs of the
Company shall be managed and conducted by at least two managers (the "Managers")
to be appointed by the vote or written consent of the Members holding not less
than two-thirds (2/3) of the Percentage Interests of the Members. ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ are hereby designated to serve
as Managers commencing on the date hereof. The Managers shall have the exclusive
right to manage the affairs of the Company and handle all matters arising in
connection therewith except as otherwise set forth herein. No action shall be
taken by the Managers unless two-thirds (2/3) of the Managers have consented to
such action.

(b) Each Manager (i) shall be a descendant of ▇. ▇▇▇▇▇▇▇▇
Wiley; (ii) may be, but need not be, a Member of the Company; (iii) may be
removed or replaced only with

the consent of two-thirds (2/3) of the Managers; and (iv) unless such Manager
has (a) been removed or (b) has resigned by at least 30 days notice to the
Members, shall hold office for the life of the Company.

(c) Notwithstanding anything to the contrary herein, (i) the
Managers, by consent of at least two-thirds (2/3) vote of the Managers, may
appoint one or more additional Managers meeting the requirements set forth
above; and (ii) in the event that a Manager cannot fulfill his or her duties due
to death or incapacity, the remaining Managers, by at least two-thirds (2/3)
vote of the Mangers, shall have the right but not the obligation to appoint a
replacement meeting such requirements.

2. Rights and Powers of Managers. Unless otherwise limited
hereunder, the Managers shall have all specific rights and powers required or
appropriate to the management of the Company including, without limitation, the
power to invest in or sell any property, including corporate stocks of any
class, interests in general or limited partnerships or limited liability
companies (other than the Company), the power to vote any such stocks or
interests, and the power to engage the services of such accountants, attorneys
and investment advisors as the Mangers shall deem appropriate; provided,
however, that the Managers shall not have the authority to (i) do any act in
contravention of this Agreement; (ii) do any act which would make it impossible
to carry on the ordinary business of the Company; or (iii) possess property of
the Company or assign the rights of the Company in specific property of the
Company for other than the purposes of the Company.

3. Limitations on Managers' Authority. The following actions
shall be taken only by vote or written consent of the Members holding not less
than two-thirds (2/3) of the Percentage Interests of the Members:

(i) to dissolve the Company or merge or consolidate
it with another entity; and

(ii) to amend this Agreement.

4. Filings. The parties have heretofore caused the filing with
the Secretary of State of the State of Delaware of a Certificate of Formation of
the Company. The Managers shall take all action that may be necessary or
appropriate for the continuation of the valid existence of the Company as a
limited liability company under the laws of the State of Delaware (and each
other jurisdiction in which such existence shall be necessary to protect the
limited liability of the Members or to enable the Company to conduct the
business in which it shall be engaged).

5. Tax Returns. The Managers shall prepare or cause to be
prepared all tax returns and statements, if any, that must be filed on behalf of
the Company with any taxing authority, and to make timely filing thereof. Within
60 days after the end of each calendar year (or such later date determined by
the Managers), the Managers shall prepare or cause to be prepared and delivered
to each Member a report setting forth in reasonable detail the information with
respect to the Company during such calendar year reasonably required to enable
each Member to prepare his or her federal, state and local income tax returns in
accordance with applicable law then prevailing. The Managers shall determine
which Member shall act as "Tax Matters Partner" for the Company. The initial Tax
Matters Partner shall be ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇.

6. Authority. Any person doing business with or otherwise
dealing in any transactions whatsoever with the Managers acting as such shall be
entitled to rely fully on the Managers' power and authority to bind the Company
in that business or transaction.

7. Elimination of Liability. Neither the Members nor any
Manager shall have liability to the Company or its Members for failure to
perform in accordance with or to comply

with the terms of this Agreement or for any other reason, provided that the
foregoing shall not eliminate the liability of the Member or Manager if a
judgment or other final adjudication adverse to the Member or Manager
establishes that his or her acts or omissions were in bad faith or involved
willful misconduct or a knowing violation of law or that the Member or Manager
personally gained a financial profit or other advantage to which the Member or
Manager was not legally entitled.

8. Indemnification. The Company shall indemnify and hold
harmless any Member or Manager from and against any and all claims and demands
whatsoever (including, without limitation, such as may result from any
threatened or actual civil or criminal action or proceeding) incurred or made by
reason of such Member's or Manager's status as such, except in the event that a
judgment or other final adjudication adverse to such Member or Manager shall
establish that his or her acts or omissions were in bad faith or involved
willful misconduct or a knowing violation of law and were material to the cause
of action so adjudicated or that the Member or Agent personally gained a
financial profit or other advantage to which the Member or Manager was not
legally entitled.

ARTICLE VII.

BOOKS AND RECORDS

1. Maintenance of Books and Records. Full and accurate books
of account and records of the Company shall be maintained and kept at the
principal place of business of the Company. All transactions of or relating to
the Company and its business shall be entered in such books.

2. Members' Access to Information. Each Member or his, her or
its representative, duly authorized in writing, shall have the right to obtain
from the Company, after

reasonable notice, true and full information relating to the status of the
business and financial condition of the Company and such other information
regarding the affairs of the Company as shall be reasonably requested.

3. Annual Statements. As soon as practicable after the end of
each calendar year, which shall be the fiscal year of the Company, the Managers
shall cause to be prepared a statement of financial condition as of the last day
of such year and a statement of income and expenses for the year then ended,
together with such supporting schedules as the Company shall from time to time
cause to be included therewith. Each of said annual statements shall be prepared
on an income tax basis and shall be delivered to each of the Members forthwith
upon completion of its preparation.

ARTICLE VIII.

TRANSFER OF INTERESTS

1. (a) The ownership and transferability of interests in the
Company are substantially restricted as set forth herein. Neither record title
nor beneficial ownership of a Member's interest in the Company may be
transferred or encumbered except as otherwise set forth in this Agreement.

(b) Except as provided in Section 2 below, no person
acquiring an interest in the Company by sale, assignment or otherwise may be
admitted to the Company without the unanimous vote or consent of the Members.
No Member may grant a security interest in or otherwise pledge, hypothecate or
encumber his, her or its interest in the Company or such Member's distributions
without the unanimous vote or consent of the other Members. It is understood
that the Members are under no obligation to give such consent and are subject to
no liability for withholding such consent.

(c) Except as provided in Section 2 below, no Member may
sell, assign or otherwise transfer record title or beneficial ownership of all
or any part of his, her or its interest in the Company to any person or entity
without the unanimous vote or consent of the Members.

2. (a) A Member or an estate of a deceased Member may transfer
all or part of a Member's interest in the Company to (A) any descendant of ▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇; or (B) a trust in which the remaindermen are, exclusively,
descendants of ▇. ▇▇▇▇▇▇▇▇ Wiley. Any such transfer shall be effective and valid
hereunder only if the recipient of the transfer executes and delivers to the
Company of a copy of this Agreement. After such execution and delivery, a
transferee shall become a Member subject to all the terms and provisions of this
Agreement. A substituted or additional Member shall be entitled to all the
rights and subject to all the duties of a Member under this Agreement, and any
reference herein to a Member or Members shall be deemed to include each such
substituted or additional Member. Regardless of whether the estate of a deceased
Member shall become a substituted Member, such estate shall be liable for all
the liabilities, if any, of the decedent as a Member.

(b) (i) If at any time a Member (the "Offering Party") shall
desire to dispose of all or any portion of his or her interest in the Company to
a transferee other than a descendant of ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or a trust in which
the remaindermen are, exclusively descendants of ▇. ▇▇▇▇▇▇▇▇ Wiley, the Offering
Party shall first give to the other Members and to all known living descendants
of ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the trustees of all known trusts in which the
remaindermen are, exclusively, descendants of ▇. ▇▇▇▇▇▇▇▇ Wiley as identified by
the Managers (the "Insiders") a notice (an "Offering Notice") of the interest to
be disposed of, and the price (which shall not be higher than the closing
trading price per share on the day of the Notice of any marketable securities
corresponding to the Offering Party's Percentage Interest in the LLC being
offered) and the terms of disposition, which shall be accompanied by a copy of

the written offer to purchase received from the proposed transferee. The
Insiders shall have the right, irrevocable for a period of 30 days after the
giving of the Offering Notice (the "Insiders' Offer Period"), to elect to
purchase all or any portion of the interest specified in the Offering Notice at
the price and on the terms set forth therein.

(ii) If the Insiders shall not elect to purchase all or part
of the interest offered in the Offering Notice pursuant to the foregoing
provisions of this Section 2(b), the Managers, by two-thirds (2/3) consent,
shall have the right, irrevocable for a period of 10 days from the end of the
Insiders' Offer Period, to designate any person, persons, entity or entities who
or which shall have the exclusive right to purchase the remaining interest (the
"Designee"). The Designee(s) shall then have the right, irrevocable for a period
of 20 days from the date of designation (the "Designee Offer Period"), to elect
to purchase all or any portion of the interest specified in the Offering Notice
at the price and the terms set forth therein.

(iii) If an Insider or Designee shall elect to exercise his,
her or its right to purchase, notice of such election (an "Election Notice")
shall be given to the Offering Party within the Insider Offer Period or the
Designee Offer Period, as the case may be, which Election Notice shall specify a
closing date not less than 15 or more than 45 days after the giving thereof, and
on the date so specified the Offering Party shall sell, and the Insider or
Designee, as the case may be, shall purchase, the interest specified in the
Election Notice at the price and upon the terms provided therein. If more than
one Insider shall send an Election Notice, the right to buy such interest shall
be divided as agreed upon among the Insiders who shall have sent the Election
Notices or, failing such agreement, equally among the Insiders, and the closing
shall be held on a date mutually agreeable to the Offering Party and the
Insiders electing to purchase, but in no event later than 30 days after the
expiration of the Offering Period. If more than one Designee shall send an
Election Notice, the allocation of the right to buy such interest shall be

determined by consent of two-thirds (2/3) of the Managers (other than the
Offering Party, if he or she shall be a Manager). If the Designee(s) shall
purchase an interest specified in the Offering Notice, the Company shall deliver
to the Designee(s) at the closing such portion of the Offering Party's current
capital contribution corresponding to the interest purchased, and the Offering
Party's Percentage Interest shall be adjusted accordingly.

(c) If the interest offered in the Offering Notice is not
sold to the Insider(s) or Designee(s) pursuant to the foregoing provisions of
Section 2(b), any Member other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, as trustees of the trusts entering into this Agreement, (a
"Non-Founding Member"), may, upon written notice to the Company given within ten
business days after the giving of the Offering Notice, withdraw as a Member of
the Company, and the Company shall promptly return such withdrawing Member's
capital contribution in kind as reflected by such withdrawing Member's current
Capital Account. The withdrawing Member may dispose of the returned capital
contribution without restriction. If the Non-Founding Member does not withdraw
within three months after giving the Offering Notice, Section 2(b) above shall
again be applicable in respect of any proposed disposition of all or any portion
of the Non-Founding Member's interest in the Company.

ARTICLE IX.

DISSOLUTION

1. Dissolution. The Company shall be dissolved and its affairs
wound up upon the first to occur of the following events:

(a) The vote or consent of Members holding not less than
two-thirds (2/3) of the Percentage Interests of the Members;

(b) Any event which terminates the continued membership
of the last to survive of the Members in the Company under the Law; and

2. Liquidation and Distribution of Assets.

(a) Winding Up. Upon the dissolution of the Company, it
shall cease to engage in any further business, except to the extent necessary to
perform existing obligations, and shall wind up its affairs and liquidate or
distribute its assets. The Managers, by two-thirds (2/3) consent, shall appoint
a liquidator (who may, but need not, be a Member) who shall have sole authority
and control over the winding up of the Company's business and affairs and shall
diligently pursue the winding up of the Company.

(b) Settling of Accounts. Upon the dissolution, the
proceeds of any liquidation shall be applied as follows: (i) first, to pay or
provide for all expenses of liquidation and winding up; (ii) second, to pay or
provide for all debts, obligations and liabilities of the Company in the order
of priority as provided by law, other than debts owing to the Members in respect
of distributions pursuant to Section 18-601 or Section 18-604 of the Law; (iii)
third, to pay all debts of the Company owing to Members in respect of
distributions pursuant to Section 18-601 or Section 18-604 of the Law; (iv)
fourth, to the Members in accordance with and to the extent of their respective
positive Capital Accounts until the Capital Account of each Member is zero; and
(v) fifth, to the Members in accordance with their respective Percentage
Interests immediately preceding such liquidation.

(c) Certificate of Cancellation. Upon dissolution and
completion of the winding up of the Company and distribution of its assets, the
liquidator shall cause to be executed and filed with the Secretary of State of
the State of Delaware a certificate of cancellation in accordance with Section
18-203 of the Law.

ARTICLE X.

TERMINATION AND WITHDRAWAL

1. Termination of Rights. Upon the death, withdrawal,
dissolution, expulsion, bankruptcy or occurrence of any other event which shall
terminate the continued membership of a Member in the Company under the Law, all
membership rights of such Member shall be automatically terminated and, except
as provided in Article VIII of this Agreement, the executor, trustee or other
successor of such Member shall have no right to be admitted to the Company as
a Member and shall have only the rights of an assignee of the interest of such
Member pursuant to Section 18-702 of the Law and such rights as are provided for
in Section 18-705 of the Law.

2. Withdrawal. Except pursuant to the vote or consent of
two-thirds (2/3) of the Managers the Members or Article VIII, a Member shall
have no right to withdraw from the Company prior to the dissolution and winding
up of the Company.

ARTICLE XI.

MISCELLANEOUS PROVISIONS

1. Entire Agreement. This Agreement contains the entire
agreement of the parties, supersedes all prior agreements and may not be
changed, altered, or amended, except pursuant to the vote or consent of the
Members. This Agreement shall be controlled, construed and enforced in
accordance with the laws of the State of Delaware without regard to its
principles of conflicts of laws. This Agreement shall be binding upon and shall
inure to the benefit of the heirs, successors and legal representatives of the
Members.

2. Enforcement. If any provision of this Agreement, or the
application thereof to any person or circumstance, is held invalid, the
remainder of this Agreement and the application of its provisions to other
persons and circumstances shall not be affected thereby.

3. Counterparts. This Agreement may be executed in
counterparts, all of which taken together shall be deemed one original.

4. Captions. The captions of the respective sections of this
Agreement are inserted for convenience of reference only and shall not be deemed
to affect the meaning of the provisions of this Agreement.

5. Notices. All notices required or provided for by the
provisions of this Agreement shall be in writing and shall be deemed given when
deposited in first class mail, transmitted by facsimile or delivered by courier
to the last address or facsimile number of the Member to whom such notice is to
be given appearing in the records of the Company.

6. Application of the Law. This Agreement shall be governed by
the laws of the State of Delaware. Any matter not specifically covered by a
provision of this Agreement shall be governed by the applicable provisions of
such laws.

7. Adopteds. The relationship of any person which is derived
by or through legal adoption shall for all purposes of this Agreement be
considered to be a natural one provided that the person adopted shall be a minor
under the age of twelve years at the time of said adoption.

* * * * * *

IN WITNESS WHEREOF, the parties hereto have executed and

delivered this Agreement as of the date first above written.

/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------------------

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
----------------------------------------------------

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇
Wiley II, as trustees of the trusts under Article Sixth
of the will of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ f/b/o (1) ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, (2) ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, and (3) ▇. ▇▇▇▇▇▇▇▇ Wiley
II

/s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ Wiley, as trustee of the Trust u/a dated
June 2, 1958 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Grantor, and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustees,
f/b/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
----------------------------------------------------
▇. ▇▇▇▇▇▇▇▇ Wiley II, as trustee of the Trust u/a dated
June 2, 1958 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Grantor, and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustees,
f/b/o ▇▇▇▇▇ ▇▇▇▇▇ Wiley

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as trustee of the Trust u/a dated
June 2, 1958 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Grantor, and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustees,
f/b/o ▇. ▇▇▇▇▇▇▇▇ Wiley II

EXHIBIT A

------------------------------------------------------------------------------------------------------------------------
Member/Address Initial Contribution* Percentage Interest
------------------------------------------------------------------------------------------------------------------------

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇ Class A: 0
Wiley II as trustees of trust u/w/o ▇.▇. ▇▇▇▇▇▇▇▇ Class B: 1,413,544 16.4
f/b/o ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇ Class A: 0
Wiley II as trustees of trust u/w/o ▇.▇. ▇▇▇▇▇▇▇▇ Class B: 1,413,540 16.4
f/b/o ▇▇▇▇▇ ▇▇▇▇▇ Wiley
------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇ Class A: 0
Wiley II as trustees of trust u/w/o ▇.▇. ▇▇▇▇▇▇▇▇ Class B: 1,413,540 16.4
f/b/o ▇. ▇▇▇▇▇▇▇▇ Wiley II
------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ as trustee of ▇. ▇. ▇▇▇▇▇▇▇▇ Class A: 875,136
Trust u/a/d 6/2/58 f/b/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Class B: 583,424 16.9
------------------------------------------------------------------------------------------------------------------------
▇. ▇▇▇▇▇▇▇▇ Wiley II as trustee of ▇. ▇. ▇▇▇▇▇▇▇▇ Class A: 875,136
Trust u/a/d 6/2/58 f/b/o ▇▇▇▇▇ ▇▇▇▇▇ Wiley Class B: 583,424 16.9
------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as trustee of ▇. ▇. ▇▇▇▇▇▇▇▇ Trust Class A: 875,136
u/a/d 6/2/58 f/b/o Class B: 583,424 16.9
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------

*Shares of ▇▇▇▇ Wiley & Sons, Inc.

EXHIBIT 1 LIMITED LIABILITY COMPANY AGREEMENT

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