NEW YORK TIMES CO
1991 EXECUTIVE STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>1991 EXECUTIVE STOCK INCENTIVE PLAN
<TEXT>


                                                                    Exhibit 10.2

                           THE NEW YORK TIMES COMPANY
                       1991 EXECUTIVE STOCK INCENTIVE PLAN
                      AS AMENDED THROUGH SEPTEMBER 21, 2000

1.    NAME AND GENERAL PURPOSE

      The name of this plan is The New York Times Company 1991 Executive Stock
Incentive Plan (hereinafter called the "Plan"). The purpose of the Plan is to
enable the Company (as hereinafter defined) to retain and attract executives who
enhance its tradition and contribute to its success by their ability, ingenuity
and industry, and to enable them to participate in the long-term success and
growth of the Company.

2.    DEFINITIONS

      (a)   "Awards" has the meaning specified in Section 12 hereof.

      (b)   "Board" means the Board of Directors of the Company.

      (c)   "Cash Plan" means the Company's 1991 Executive Cash Bonus Plan.

      (d)   "Code" means the Internal Revenue Code of 1986, as amended.

      (e)   "Committee" means the Committee referred to in Section 3 of the
            Plan. If at any time no Committee shall be in office then the
            functions of the Committee specified in the Plan shall be exercised
            by those members of the Board who are Non-Employee Directors.

      (f)   "Common Stock" means shares of the Class A Common Stock of the
            Company.

      (g)   "Company" means The New York Times Company, a corporation organized
            under the laws of the State of New York (or any successor
            corporation), and, unless the context otherwise requires, its
            subsidiaries (as hereinafter defined) and other non-corporate
            entities in which it owns directly or indirectly 20% or more of the
            equity interests. A "subsidiary" means any corporation in which the
            Company possesses directly or indirectly 50% or more of the combined
            voting power of all classes of stock.

      (h)   "Consolidated Statement of Income" means the consolidated statement
            of income (or any comparable statement, however designated) of the
            Company, audited by the independent certified public accountants of
            the Company and contained in the Company's annual report to
            stockholders or proxy statement.

      (i)   "Disability" means total disability as defined under the Company's
            long-term disability plan, whether or not the Participant is covered
            by such plan, as determined by the Committee.

      (j)   "Fair Market Value" means the arithmetic mean of the highest and
            lowest sales prices of the Common Stock as reported by The New York
            Stock Exchange (the "NYSE") (or such other national securities
            exchange on which the Common Stock may be listed at the time of
            determination, and if the Common Stock is listed on more than one
            exchange, then on the one located in New York or if the Common Stock
            is listed only on the National Association of Securities Dealers
            Automated Quotations System ("NASDAQ"), then on

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            such system) on the date of the grant or other date on which the
            Common Stock is to be valued hereunder. If no sale shall have been
            made on the NYSE, such other exchange or the NASDAQ on such date or
            if the Common Stock is not then listed on any exchange or on the
            NASDAQ, Fair Market Value shall be determined by the Committee in
            accordance with Treasury Regulations applicable to incentive stock
            options.

      (k)   "Income Before Income Taxes" means the amount designated as Income
            Before Income Taxes for the applicable year and shown separately on
            the Consolidated Statement of Income for such year.

      (l)   "Non-Employee Director" means any Director of the Company who at the
            time of acting is a "Non-Employee Director" under Rule 16b-3 or any
            successor rule ("Rule 16b-3") under the Securities Exchange Act of
            1934, as amended (the "Exchange Act").

      (m)   "Participant" means a key employee of the Company who is selected by
            the Committee to participate in any one or more parts of the Plan
            from among persons who in the judgment of the Committee are key
            employees of the Company. In general, key employees are those
            employees who have principal responsibility for, or who contribute
            substantially to, the management efficiency, editorial achievement
            or financial success of the Company. Only employees of The New York
            Times Company, its subsidiaries and other non-corporate entities in
            which it owns directly or indirectly 40% or more of the equity
            interests are eligible to participate in the Plan.

      (n)   "Retirement" means retirement as defined by the terms of "The New
            York Times Companies Pension Plan" which became effective December
            31, 1988, or any successor retirement plan, whether or not the
            Participant is a member of such retirement plan, and, in the case of
            employees of Affiliated Publications, Inc., or any subsidiary
            thereof, who retire under the terms of the Globe Newspaper Company
            Retirement Plan, which became effective January 1, 1994 (the "Globe
            Pension Plan") or any successor retirement plan, "Retirement" shall
            also mean retirement as defined by the terms of the Globe Pension
            Plan or any successor plan.

3.    ADMINISTRATION OF THE PLAN

      The Plan shall be administered by the Board or the Committee appointed by
it and composed of two or more directors all of whom shall be Non-Employee
Directors. The membership of the Committee shall be constituted so as to comply
at all times with the applicable requirements of Rule 16b-3, and with the
administration requirements of Section 162(m)(4)(C) of the Code. The Committee
shall serve at the pleasure of the Board and shall have such powers as the Board
may from time to time confer upon it.

4.    OPTIONS AND AWARDS UNDER THE PLAN

      Options, which include "Non-Qualified Options" and "Incentive Stock
Options" or combinations thereof, are rights to purchase Common Stock.
Non-Qualified Options and Incentive Stock Options are subject to the terms,
conditions and restrictions provided in Part I of the Plan.

      Awards under the Plan may include one or more of the following types,
either alone or in any combination thereof: (i) "Stock Awards," (ii) "Restricted
Stock Awards," (iii) "Retirement Unit Awards," (iv) "Annual Performance Awards,"
(v) "Performance Awards" or "Other Awards" and (vi) "Long-Term Performance
Awards."


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      Stock Awards are granted under Part IIA of the Plan. Restricted Stock
Awards are granted under Part IIB of the Plan. Retirement Unit Awards are
granted under Part IIC of the Plan. Annual Performance Awards are granted under
Part IID of the Plan. Performance Awards or Other Awards are granted under Part
IIE of the Plan. Awards are subject to the terms, conditions and restrictions
provided in the respective subparts of Part II of the Plan. Annual Performance
Awards will be based exclusively on the criteria set forth in Section 27A.
Long-Term Performance Awards are granted under Part IIF of the Plan. Long-Term
Performance Awards will be based exclusively on the criteria set forth in
Section 28A.

                              PART I STOCK OPTIONS

5.    PURPOSE

      The purpose of the Stock Option portion of the Plan is to provide an added
incentive for effective service and high levels of performance to Participants
by affording them an opportunity, under the terms of the Plan, to acquire Common
Stock and thereby to increase their proprietary interest in the continued
progress and success of the Company.

6.    DETERMINATION OF OPTIONEES; SHARES SUBJECT TO OPTIONS

      (a)   The Committee may grant options to purchase Common Stock ("Options")
            to Participants in such amounts as the Committee may determine,
            subject to the conditions and limitations set forth in the Plan.
            Options may be granted in combination with Awards made under the
            Plan, and Options may be granted to any Participant whether or not
            he or she was eligible for, or received, an Award.

      (b)   The number of shares of Common Stock with respect to which Options
            may be granted to any key employee during any calendar year shall
            not exceed 400,000 (subject to adjustment as provided in Sections 28
            and 29 hereof).

      (c)   There may be issued under the Plan pursuant to the exercise of
            Options, an aggregate of not more than 60,000,000 shares of Common
            Stock, subject to adjustment as provided in Sections 28 and 29
            hereof. Shares of Common Stock issued pursuant to Options may be
            either authorized but unissued shares, treasury shares, reacquired
            shares, or any combination thereof. Any shares subject to an Option
            which expires without being exercised shall be available for
            issuance under new Options.

7.    OPTION PRICE

      The exercise price of Common Stock subject to Options granted pursuant to
the Plan shall be the Fair Market Value thereof at the time the Option is
granted. If a Participant owns or is deemed to be the owner of, by reason of the
attribution rules under Section 425(d) of the Code, more than 10% of the
combined voting power of all classes of the stock of the Company or any
subsidiary of the Company and an Option granted to such Participant is intended
to qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code, the option price shall be no less than 110% of the Fair Market Value of
the Common Stock on the date the Option is granted.

8.    PAYMENT OF OPTION PRICE

      The purchase price is to be paid in full when the Option is exercised and
Common Stock will be delivered only against such payment. Payment of the option
price may be made (i) in cash, (ii) by


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delivering a properly executed exercise notice to the Company together with a
copy of irrevocable instructions to a broker to deliver promptly to the Company
the amount of sale or loan proceeds to pay the purchase price (or by otherwise
arranging, in a manner satisfactory to the Company, for a broker to promptly pay
the purchase price to the Company), (iii) by delivering to the Company shares of
Common Stock previously owned, or (iv) any combination of the foregoing forms,
all subject to the approval of the Committee and to such rules as the Committee
may adopt. In determining the number of shares of Common Stock necessary to be
delivered to the Company, such Common Stock shall be valued at Fair Market
Value.

9.    TYPES OF STOCK OPTIONS

      (a)   Options granted under the Plan may be two types, an incentive stock
            option ("Incentive Stock Option") and a non-qualified stock option
            ("Non-Qualified Option"). It is intended that Incentive Stock
            Options granted hereunder shall constitute incentive stock options
            within the meaning of Section 422 of the Code. Anything in the Plan
            to the contrary notwithstanding, (i) no provision of this Plan
            relating to Incentive Stock Options shall be interpreted, amended or
            altered, nor shall any discretion or authority granted under the
            Plan be so exercised, so as to disqualify either the Plan or any
            Incentive Stock Option granted under such provisions of the Code,
            and (ii) no Option designated by the Committee as a Non-Qualified
            Option shall constitute an Incentive Stock Option. In furtherance of
            the foregoing and not by way of limitation, no Incentive Stock
            Option shall be granted to a Participant who is not an employee of
            The New York Times Company or one of its subsidiaries.

      (b)   If the aggregate Fair Market Value of the Common Stock (determined
            as of the date of grant) for which any optionee may for the first
            time exercise Incentive Stock Options in any calendar year under the
            Plan and any other stock option plan of the Company, considered in
            the aggregate, exceeds $100,000, such excess Incentive Stock Options
            will be treated as Non-Qualified Options.

10.   TERMS OF STOCK OPTIONS

      (a)   Each Option will be for a term of not more than ten years from the
            date of grant, except that if a Participant owns or is deemed to be
            the owner of, by reason of the attribution rules of Section 425(d)
            of the Code, more than 10% of the combined voting power of all
            classes of stock of the Company or any subsidiary of the Company and
            an Incentive Stock Option is granted to such Participant, the term
            of such Option shall be no more than five years from the date of
            grant.

      (b)   An Option may not be exercised within one year after the date of
            grant except in the case of the death of the optionee or upon
            termination of active employment with the Company by reason of the
            Disability or Retirement of the optionee during such period.
            Thereafter, an Option shall be exercisable in such installments, if
            any, as the Committee may specify, and shall be exercisable during
            the optionee's lifetime only by the optionee (or, if the optionee is
            disabled, by any guardian or other legal representative appointed to
            represent him or her) and, except as provided in subsections (c) and
            (d) below, shall not be exercisable by the optionee unless at the
            time of exercise such optionee is an employee of the Company.

      (c)   Upon termination of active employment with the Company by reason of
            Disability or Retirement, an optionee (or, if the optionee is
            disabled, any guardian or legal representative appointed to
            represent him or her) may exercise all Options otherwise


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<PAGE>

            exercisable by him or her at the time of such termination of
            employment (subject to the provisions of subsection (e) below) until
            the expiration thereof. In the event an optionee dies while employed
            by the Company or after termination of employment by reason of
            Disability or Retirement, the person who acquired the right to
            exercise his or her Options by reason of the death of the optionee,
            as provided in Section 30 hereof, may exercise such Options
            otherwise exercisable at the time of death (subject to the
            provisions of subsection (e) below) at any time until the expiration
            thereof.

      (d)   Upon termination of employment with the Company for any reason other
            than death, Retirement or Disability, the optionee may exercise all
            Options otherwise exercisable by him or her at the time of such
            termination of employment for an additional one year after such
            termination of employment. In the event such optionee dies within
            such one-year period, the person who acquired the right to exercise
            his or her Options by reason of the death of the optionee, as
            provided in Section 30 hereof, may exercise such Options at any time
            within the period of the greater of (i) the remainder of the
            one-year period described in the foregoing sentence, or (ii) three
            months from the date of the optionee's death. For purposes of this
            Section 10(d), in the event that any optionee is rehired by the
            Company within one year of such optionee's termination of employment
            with the Company, such optionee shall be deemed not to have
            terminated employment for purposes of determining the expiration
            date of all unexpired non-qualified stock options held by such
            individual on the date of rehire, with the effect that such options
            shall continue to be exercisable at any time until the expiration
            thereof (subject to the terms thereof and the provisions of this
            Section 10).

      (e)   Notwithstanding any of the foregoing, no Option shall be exercisable
            in whole or in part after the expiration date provided in the
            Option. In the event of the death of the optionee while employed by
            the Company, or the Disability or Retirement of the optionee, the
            Committee shall have the discretion to provide for the acceleration
            of the exercisability of Options exercisable over a period of time,
            or alternatively, to provide for all or any part of such Options to
            continue to become exercisable in such installments as originally
            specified by the Committee, or such revised installments as
            specified by the Committee at the time of termination of employment
            (but in no event beyond the original expiration date), in either
            case subject to such conditions as determined by the Committee in
            its discretion.

      (f)   No Option shall be transferable otherwise than by will or by the
            laws of descent and distribution. Notwithstanding the foregoing
            sentence, the Committee may determine that Options granted to a
            Participant or a specified group of Participants may be transferred
            by the Participant to one or more members of the Participant's
            immediate family, to a partnership or limited liability company
            whose only partners or members are members of the Participant's
            immediate family, or to a trust established by the Participant for
            the benefit of one or more members of the Participant's immediate
            family; provided, however, that no Incentive Stock Options may
            become transferable if inconsistent with Section 422 of the Code,
            unless the Participant consents. For this purpose, "immediate
            family" means the Participant's spouse, parents, children (including
            adopted and step-children), grandchildren and the spouses of such
            parents, children (including adopted and step-children) and
            grandchildren. A transferee described in this subsection may not
            further transfer an Option. An Option transferred pursuant to this
            subsection shall remain subject to the provisions of the Plan and
            shall be subject to such other rules as the Committee shall
            determine.


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<PAGE>

11.   OPTION AGREEMENTS

      In consideration of any Options granted to a Participant under the Plan,
if requested by the Committee, such Participant shall enter into an Option
Agreement with the Company providing such other terms as the Committee may deem
advisable.

                                 PART II AWARDS

12.   FORM OF AWARDS

      The Award portion of the Plan is designed to provide incentives for
Participants by the making of awards of supplemental compensation ("Awards").
The Committee, subject to the terms and conditions hereof, may make Awards to a
Participant in any one, or in any combination, of the following forms:

      (a)   Common Stock as provided in Part IIA of the Plan ("Stock Awards");

      (b)   Restricted Stock as provided in Part IIB of the Plan ("Restricted
            Stock Awards");

      (c)   Retirement Units as provided in Part IIC of the Plan ("Retirement
            Unit Awards");

      (d)   Annual Performance Awards as provided in Part IID of the Plan
            ("Annual Performance Awards");

      (e)   Performance Awards ("Performance Awards") or other forms of Awards
            ("Other Awards"), as provided in Part IIE of the Plan; and

      (f)   Long-Term Performance Awards as provided in Part IIF of the Plan
            ("Long-Term Performance Awards").

      Awards may be made to a Participant whether or not he or she is receiving
an Option grant under Part I of the Plan for the year and whether or not he or
she receives an award under the Cash Plan.

      Awards will be based on a Participant's performance in those areas for
which the Participant is directly responsible. Performance for this purpose may
be measured by the achievement of specific management goals such as, but not
limited to, an increase in earnings or the operating cash flow of the Company,
outstanding initiative or achievement in any department of the Company, or any
other standards specified by the Committee. Annual Performance Awards will be
based exclusively on the criteria set forth in Section 27A. Long-Term
Performance Awards will be based exclusively on the criteria set forth in
Section 28A.

13.   MAXIMUM AMOUNT AVAILABLE FOR THE ACCRUAL OF AWARDS UNDER PART II OF THE
      PLAN FOR ANY YEAR

      (a)   No accrual for Awards shall be made hereunder (or under the Cash
            Plan) for any year unless cash dividends of not less than five cents
            ($.05) per share (subject to adjustment as provided in Sections 28
            and 29 hereof) have been declared on the outstanding Class A and
            Class B Common Stock of the Company during such year.

      (b)   In the event that the above condition is met for any year during the
            continuance of this Plan, the maximum aggregate amount that may be
            accrued for Awards under the Plan and the Cash Plan for such year
            shall be 4% of Income Before Income Taxes. The


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<PAGE>

            Committee, in its sole discretion, may make adjustments in Income
            Before Income Taxes to take account of extraordinary, unusual or
            infrequently occurring events and transactions, changes in
            accounting principles that substantially affect the foregoing, or
            such other circumstances as the Committee may determine warrant such
            adjustment.

      (c)   As soon as feasible after the close of each year, the independent
            certified public accountants of the Company shall report the maximum
            amount that may be accrued for Awards for such year under the
            formula described in Section 13(b), subject to the second sentence
            of such Section.

      (d)   If amounts are accrued in any year under the formula described in
            this Section 13 and are not awarded in full in such year under the
            Plan and the Cash Plan, such unawarded amounts may, in the
            discretion of the Committee, be carried forward and be available for
            Awards under the Plan and under the Cash Plan in any future year
            without regard to the provisions of Sections 13(a) or (b) of the
            Plan applicable to Awards made in such year.

      (e)   Awards under the Plan for any year may not exceed the sum of (i) the
            amount accrued for such year under Section 13(b) above plus (ii)
            unawarded accrued amounts carried forward from previous years under
            Section 13(d) above plus (iii) amounts that may become available for
            Awards pursuant to the last sentence of Sections 15(c) and 27A
            hereof, minus (x) the amount of interest or dividend equivalents set
            aside during such year pursuant to Sections 15(c) and 27A hereof and
            the amount of dividend equivalents allocated to Retirement Unit
            Accounts during such year pursuant to Section 24 hereof, and minus
            (y) the amount of awards made for such year under the Cash Plan (and
            any interest equivalents allocated during such year pursuant to
            Section 10(b), 11(f) and 12(b) thereof). For this purpose, the
            amount of Awards of Common Stock under the Plan shall be based on
            the Fair Market Value of the Common Stock subject to Awards as of
            the date of grant of such Awards.

      (f)   Subject to Sections 28 and 29 hereof, the aggregate number of shares
            of Common Stock for which Stock, Restricted Stock, Retirement Units,
            Annual Performance Awards, and Performance and Other Awards may be
            made under the Plan shall not exceed 2,000,000 shares, which shall
            be treasury shares reserved for issuance of Awards under the Plan.
            Shares of Common Stock subject to, but not issued under, any
            deferred Award which has been discontinued by the Committee pursuant
            to the provisions hereof or any Restricted Stock which is forfeited
            by any Participant shall again be available for Awards under the
            Plan.

14.   DETERMINATION OF AWARDS AND PARTICIPANTS

      (a)   As promptly as practicable after the end of each year, the Committee
            may make Awards (other than Annual Performance Awards and Long-Term
            Performance Awards, which are to be made exclusively as set forth in
            Sections 27A and 28A, respectively) for such year and determine the
            amounts to be carried forward for Awards in future years. The
            Committee may also, in its discretion, make Awards (other than
            Annual Performance Awards and Long-Term Performance Awards, which
            are to be made exclusively as set forth in Sections 27A and 28A,
            respectively) prior to the end of the year based on the amounts
            available under clauses (ii) and (iii) of Section 13(e) and
            reasonable estimates of the accrual for the year in question.

      (b)   The Committee shall have absolute discretion to determine the key
            employees who are to receive Awards (other than Annual Performance
            Awards, which are to be made


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<PAGE>

            exclusively as set forth in Sections 27A and 28A, respectively)
            under the Plan for any year and to determine the amount of such
            Awards based on such criteria and factors as the Committee in its
            sole discretion may determine, such as the Company's operating cash
            flow and overall financial performance. Recommendations as to the
            key employees who are to receive Awards (including Annual
            Performance Awards and Long-Term Performance Awards) under the Plan
            for any year and as to the amount and form of such Awards shall,
            however, be made to the Committee by the chief executive officer of
            the Company. The fact that an employee is selected as eligible for
            an Award shall not mean, however, that such employee will
            necessarily receive an Award.

      (c)   A person whose employment terminates during the year or who is
            granted a leave of absence during the year may, in the discretion of
            the Committee and under such rules as the Committee may from time to
            time prescribe, be given an Award with respect to the period of such
            person's service during such year.

15.   METHOD AND TIME OF PAYMENT OF AWARDS

      (a)   Awards shall be paid in full as soon as practicable after the Award
            is made; provided, however, that the payment of Annual Performance
            Awards and Long-Term Performance Awards shall be subject to the
            provisions of Sections 27A and 28A, respectively, and provided
            further, that the payment of any or all Awards may be deferred,
            divided into annual installments, or made subject to such other
            conditions as the Committee in its sole discretion may authorize
            under such rules and regulations as may be adopted from time to time
            by the Committee.

      (b)   The Committee's rules and regulations may include procedures by
            which a Participant expresses a preference to the Committee as to
            the form of Award or method of payment of an Award but the final
            determination as to the form and the terms and conditions of any
            Award shall rest solely with the Committee.

      (c)   Awards deferred under the Plan shall become payable to the
            Participant or, in the event of the Participant's death, as
            specified in Section 30 hereof, in such manner, at such time or
            times (which may be either before or after Retirement or other
            termination of service), and subject to such conditions as the
            Committee in its sole discretion shall determine. In any year the
            Committee shall have the discretion to set aside, for payment in
            such year or any future year, interest on any deferred Award payable
            partly in cash, and amounts equivalent to dividends on any deferred
            Award payable wholly or partly in stock; provided, however, that the
            total amount of such interest and dividend equivalents shall be
            deducted from the maximum amount available for Awards under Section
            13(e) of the Plan. Any forfeited deferred Awards (including any
            forfeited stock at its Award value) shall be carried forward and be
            available for Awards in any future year without regard to the
            provisions of Sections 13(a) or (b) of the Plan.

16.   INDIVIDUAL AGREEMENTS

      (a)   The Committee may in its discretion require that each Participant
            receiving an Award enter into an agreement with the Company which
            shall contain such terms and conditions as the Committee in its
            discretion may require.

      (b)   The Committee may cancel any unexpired, unpaid or deferred Award at
            any time if the Participant is not in compliance with all applicable
            provisions of the agreement referred to above, if any, and the Plan.


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<PAGE>

17.   STATUS OF PARTICIPANTS

      No Participant in this Plan shall be deemed to be a stockholder of the
Company, or to have any interest in any stock or any specific assets of the
Company by reason of the fact that deferred Stock Awards, Retirement Unit
Awards, Annual Performance Awards, Long-Term Performance Awards, Performance
Awards, Other Awards or dollar credits are to be recorded as being held for such
Participant's account to be paid in installments in the future. The interest of
all Participants shall derive from and be determined solely by the terms and
provisions of the Plan set forth herein.

18.   [Intentionally Left Blank]

                              PART IIA STOCK AWARDS

19.   DETERMINATION OF STOCK AWARDS

      (a)   Each year the Committee shall designate those Participants who shall
            receive Stock Awards under this part of the Plan. Stock Awards may
            be granted under this part of the Plan only in lieu of cash salary
            or bonuses. Stock Awards are made in the form of grants of Common
            Stock, which may be delivered immediately, in installments or on a
            deferred date, as the Committee, in its discretion, may provide.

      (b)   If the Committee determines that some portion of a Stock Award to a
            Participant shall be treated as a deferred Stock Award and payable
            in annual or other periodic installments, then the Participant will
            be notified in writing when such deferred Stock Awards shall be paid
            and over what period of time. As soon as feasible after the granting
            of such a Stock Award, there shall be reserved out of the treasury
            shares of the Company, a number (which may include a fraction) of
            shares of Common Stock equal to the number of shares of Common Stock
            so awarded. In each year at the discretion of the Committee there
            may also be allocated or credited to each Participant a dollar
            amount equal to the cash dividends declared and paid by the Company
            on its Common Stock which the Participant would have received had
            such Participant been the owner of the number of shares of any
            Common Stock deferred for future payment. Any amounts provided for
            pursuant to the preceding sentence shall become payable in such
            manner, at such time or times, and subject to such conditions (which
            may include provision for an amount equivalent to interest on such
            dividend equivalents at rates fixed by the Committee) as the
            Committee in its sole discretion shall determine; provided, however,
            that the total value of such dividend equivalents (and any interest
            thereon) shall be deducted from the amount available for Awards
            under the provisions of Section 13(e) of the Plan. The Committee in
            its discretion may make appropriate equitable adjustments to such
            deferred Stock Award to account for any dividends of property (other
            than cash) declared and paid by the Company on its Common Stock, or
            to account for any other event described in Sections 28 and 29
            hereof.

                        PART IIB RESTRICTED STOCK AWARDS

20.   DETERMINATION OF RESTRICTED STOCK AWARDS

      Each year the Committee shall designate the Participants who shall receive
Restricted Stock Awards. Shares awarded under this part of the Plan, while
subject to the restrictions hereinafter set forth,


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are referred to as "Restricted Stock."

21.   TERMS OF RESTRICTED STOCK AWARDS

      Any Award of Restricted Stock shall be subject to the following terms and
conditions and to any other terms and conditions not inconsistent with the Plan
as shall be prescribed by the Committee in its sole discretion and which may be
contained in the agreement, if any, referred to in Section 16 above (or in any
amendment thereto):

      (a)   DELIVERY OF RESTRICTED STOCK. Unless otherwise determined by the
            Committee, the Company shall transfer treasury shares to each
            Participant to whom an Award of Restricted Stock has been made equal
            to the number of shares of Restricted Stock specified in the Award,
            and may either (i) hold the certificates representing such shares of
            Restricted Stock for the Participant or (ii) take other steps to
            restrict the Participant's ability to transfer such shares, in
            either case, for the period of time during which such shares shall
            remain subject to the restrictions set forth in the Award (the
            "Restricted Period"). Shares of Restricted Stock may not be sold,
            assigned, transferred, pledged, hypothecated or otherwise encumbered
            by a Participant during the Restricted Period, except as hereinafter
            provided. Except for the restrictions set forth herein and unless
            otherwise determined by the Committee, a Participant shall have all
            the rights of a stockholder with respect to the shares of Restricted
            Stock comprising his or her Award, including, but not limited to,
            the right to vote and the right to receive dividends (which if in
            shares of Common Stock shall be Restricted Stock under the same
            terms and conditions).

      (b)   RESTRICTED PERIOD. The Restricted Period shall commence upon the
            date of the Award (which unless otherwise specified by the Committee
            shall be the date the Restricted Stock is transferred to the
            Participant) and, unless sooner terminated as otherwise provided
            herein, shall continue for such period of time as specified by the
            Committee in the Award. The Restricted Period for Restricted Stock
            shall be at least (i) one year in the case of Restricted Stock
            having restrictions based on performance-based criteria and (ii)
            three years in the case of Restricted Stock having restrictions
            based solely on the passage of time. The terms of any Award of
            Restricted Stock, or the Committee at any time, may provide for the
            earlier termination of the Restricted Stock Period in the case of,
            and only in the case of, the death, Disability or Retirement of the
            Participant.

      (c)   LEGEND. If certificates are issued in respect of shares of
            Restricted Stock transferred or issued to a Participant under an
            Award registered in the name of the Participant, such
            certificate shall bear the following (or a similar) legend:

            "THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
            SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE NEW YORK TIMES
            COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN (THE "PLAN") APPLICABLE
            TO RESTRICTED STOCK AND TO THE RESTRICTED STOCK AGREEMENT DATED (THE
            "AGREEMENT"), AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED,
            HYPOTHECATED, OR OTHERWISE DISPOSED OF OR ENCUMBERED IN ANY MANNER
            DURING THE RESTRICTED PERIOD SPECIFIED IN SUCH AGREEMENT. COPIES OF
            SUCH PLAN AND AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE
            COMPANY."

      (d)   DEATH OR DISABILITY. Unless the Committee shall otherwise determine
            in the


                                       10

<PAGE>

            Award, if a Participant ceases to be employed by the Company by
            reason of death or Disability, the Restricted Period covering all
            shares of Restricted Stock transferred or issued to such Participant
            under the Plan shall immediately lapse.

      (e)   RETIREMENT. Unless the Committee shall otherwise determine in the
            Award, the Restricted Period covering all shares of Restricted Stock
            transferred to a Participant under the Plan shall immediately lapse
            upon such Participant's Retirement, whether early or not.

      (f)   TERMINATION OF EMPLOYMENT. Unless the Committee shall otherwise
            determine in the Award or otherwise determine at or after the date
            of grant, if a Participant ceases to be employed by the Company
            other than due to a condition described in Sections 21(d) or (e)
            above, all shares of Restricted Stock owned by such Participant for
            which the Restricted Period has not lapsed shall revert back to the
            Company upon such termination. Authorized leave of absence or
            absence in military service shall constitute employment for the
            purposes of this Section 21(f). Whether absence in government
            service may constitute employment for the purposes of the Plan shall
            be conclusively determined by the Committee.

      (g)   WAIVER OF FORFEITURE PROVISIONS. The Committee, in its sole and
            absolute discretion, may waive the forfeiture provisions in respect
            of all or some of the Restricted Stock awarded to a Participant.

      (h)   LAPSE OF RESTRICTED PERIOD. Upon the lapse of the Restricted Period
            with respect to any shares of Restricted Stock, such shares shall no
            longer be subject to the restrictions imposed in the Award and shall
            no longer be considered Restricted Stock for the purposes of the
            Award and the Plan, and the Company shall take all appropriate steps
            to effect the foregoing.

                         PART IIC RETIREMENT UNIT AWARDS

22.   DETERMINATION OF RETIREMENT UNIT AWARDS

      Each year the Committee shall designate those Participants who shall
receive Retirement Unit Awards under the Plan. The Company shall create and
maintain appropriate records of account for each Participant which shall be
designated as the Participant's Retirement Unit Account.

23.   CREDITS TO RETIREMENT UNIT ACCOUNTS

      The Committee shall allocate to each Participant selected to receive a
Retirement Unit Award for that year such dollar amount as the Committee shall
determine, taking into account the value of the Participant's services to the
Company. Such dollar amount shall thereupon be converted into Retirement Units
or fractions of Units and credited to each such Participant's Retirement Unit
Account in a number equal to the quotient obtained by dividing such allocated
dollar amount by the Fair Market Value of one share of Common Stock as of the
date the allocation is made.

24.   DIVIDEND CREDITS

      At the discretion of the Committee there may also be allocated in each
year to each Participant a dollar amount equal to the cash dividends declared
and paid by the Company on the Common Stock which the Participant would have
received had such Participant been the owner of the number of shares of


                                       11
<PAGE>

Common Stock equal to the number of the whole Retirement Units (but not
fractional Units) credited to the Participant's Retirement Unit Account;
provided, however, that the total value of such dividend equivalents shall be
deducted from the amount available for Awards under Section 13 of the Plan. The
dollar amounts allocated shall be converted into and credited to the
Participant's Retirement Unit Account as Retirement Units or fractions thereof
as set forth in Section 23 above as of the date on which such dividends were
paid by the Company. No interest shall be paid on the dollar amount so allocated
to the Retirement Unit Account of any Participant. The Committee in its
discretion may make appropriate equitable adjustments to such Retirement Unit
Accounts to account for any dividends of property (other than cash) declared and
paid by the Company on its Common Stock, or to account for any other event
described in Sections 28 and 29 hereof.

25.   RESERVATION OF STOCK AND ACCOUNTING RECORDS

      The Company shall keep records of the Participant's Retirement Unit
Account. At the time of any allocation to a Participant's account under Sections
23 or 24 hereof, there shall be reserved out of treasury shares of the Company a
number (which may include a fraction) of shares of Common Stock equal to the
number of Units or fraction thereof so allocated.

26.   MATURITY AND PAYMENT AFTER MATURITY

      (a)   The Retirement Unit Account of each Participant shall mature upon
            such Participant's death, Retirement or other termination of
            employment.

      (b)   After maturity, the Company shall deliver to the Participant (or in
            the event of the death of the Participant, as specified in Section
            30 hereof) in ten approximately equal annual installments, shares of
            Common Stock equal in the aggregate to the number of Retirement
            Units credited to the Participant's Retirement Unit Account. Any
            fraction of a Unit credited to the Participant's account at maturity
            shall be paid in cash with the first installment, the fractional
            Unit being converted into cash at the Fair Market Value of the
            Common Stock on such first payment date. The first such installment
            shall be paid within 90 days after maturity. However, the Committee
            in its discretion at or any time after maturity may, with the
            consent of the Participant (or the beneficiary of a deceased
            Participant as specified in Section 30 hereof), (i) defer the
            commencement of such distribution or defer any installment, (ii)
            deliver full payment of the shares of Common Stock equal to the
            aggregate number of Retirement Units credited to the Participant's
            Retirement Unit Account and the dollar amount credited thereto, or
            (iii) reduce or increase the number of annual installments in which
            the payments are to be made.

      (c)   So long as Retirement Units remain credited to the Retirement Unit
            Account of a Participant subsequent to maturity, such account shall
            be credited with the dollar amount allocated to the account as
            dividends as provided for in Section 24 hereof. Any dollar amount so
            credited may be paid in cash with the next succeeding annual
            installment made under Section 26(b) above, or in such manner, at
            such time or times, and subject to such conditions as the Committee
            in its sole discretion shall determine; provided, however, that in
            the case of any dollar amount credited to an account after maturity
            in respect of a dividend declared prior to maturity, such dollar
            amounts shall be converted to Retirement Units as of the date of
            payment and the remaining installments of Common Stock shall be
            increased accordingly.


                                       12
<PAGE>

                       PART IID ANNUAL PERFORMANCE AWARDS

27A.  DETERMINATION OF ANNUAL PERFORMANCE AWARDS

      (a)   GENERAL. Each year the Committee may make Annual Performance Awards
            under this part of the Plan; provided that no Participant may be
            eligible to receive an Annual Performance Award hereunder and under
            the Cash Plan in the same year.

      (b)   CERTAIN DEFINITIONS. For the purposes of this Section 27A, the
            following terms shall have the meanings specified:

      "Affected Officers" shall mean those executive officers of the Company
whose compensation is required to be disclosed in the Company's annual proxy
statement relating to the election of directors.

      "Code Section 162(m)" shall mean Section 162(m) of the Code (or any
successor provision), and "Regulations" shall mean the regulations promulgated
thereunder, as from time to time in effect.

      "Eligible Participants" shall have the meaning set forth in subsection (c)
below.

      "Performance Adjustment" means, for any year, a factor ranging from 0% to
200%, based upon the achievement of Performance Goal Targets established by the
Committee, that, when multiplied by an Eligible Participant's Target Award,
determines the amount of such Eligible Participant's Annual Performance Award
for such year.

      "Performance Goal" means, for any year, the business criteria selected by
the Committee to measure the performance during such year of the Company (or of
a division, subsidiary or group thereof) from one or more of the following:

      (i)    earnings per share of the Company for the year;

      (ii)   net income of the Company for the year;

      (iii)  return on assets of the Company for the year (net income of the
             Company for the year divided by average total assets during such
             year);

      (iv)   return on stockholder's equity of the Company for the year (net
             income of the Company for the year divided by average
             stockholder's equity during such year);

      (v)    operating profit or operating margins of the Company or of a
             division, subsidiary or group thereof for the year;

      (vi)   cash flow of the Company or of a division, subsidiary or group
             thereof for the year;

      (vii)  increase in shareholder value as determined at the end of each
             year;

      (viii) revenue growth of the Company or of a division, subsidiary or
             group thereof for the year; and

      (ix)   improved use of capital and/or assets of the Company or of a
             division, subsidiary or group thereof for the year.

      "Performance Goal Target" means, for any Performance Goal, the levels of
performance during


                                       13
<PAGE>

a year under such Performance Goal established by the Committee to determine the
Performance Adjustment to an Eligible Participant's Target Award for such year.

      "Target Award" means, for any year, with respect to an Eligible
Participant, the dollar amount set by the Committee that, when multiplied by the
applicable Performance Adjustment, determines the dollar amount of such Eligible
Participant's Annual Performance Award.

      (c)   ELIGIBILITY. Annual Performance Awards are available each year only
            to Plan Participants who are designated by the Committee, prior to
            March 31 of such year (or prior to such later date as permitted by
            Code Section 162(m) and the Regulations), as likely to be Affected
            Officers for such year, whose annual salary and bonus for such year
            are expected to exceed $1,000,000 and who are not designated by the
            Committee as eligible for an annual performance award under the Cash
            Plan for such year ("Eligible Participants").

      (d)   DETERMINATION OF ANNUAL PERFORMANCE AWARDS. Prior to March 31 of
            each year (or prior to such later date as permitted by Code Section
            162(m) and the Regulations), the Committee will determine the
            Eligible Participants for such year, will designate those Eligible
            Participants who will be entitled to earn an Annual Performance
            Award for such year under this Plan, and will establish for each
            such Eligible Participant for such year: (i) a Target Award, (ii)
            one or more Performance Goals, and (iii) for each such Performance
            Goal, a Performance Goal Target, the method by which achievement
            thereof will be measured and a schedule of Performance Adjustment
            factors corresponding to varying levels of Performance Goal Target
            achievement. In the event more than one Performance Goal is
            established for any Eligible Participant, the Committee shall at the
            same time establish the weighting of each such Performance Goal in
            determining such Eligible Participant's Annual Performance Award.
            Notwithstanding anything in this Section 27A to the contrary, the
            Annual Performance Award payable to any Eligible Participant in any
            year may not exceed $3.0 million.

      (e)   PAYMENT OF ANNUAL PERFORMANCE AWARDS. Subject to subsection (f)
            below, Annual Performance Awards will be paid as soon as practicable
            after the end of the year to which it relates and after the
            Committee certifies the extent to which the Performance Goal Target
            or Targets under the Performance Goal or Goals have been met or
            exceeded. In the discretion of the Committee, an Annual Performance
            Award may be paid in cash, shares of Common Stock, shares of
            Restricted Stock (subject to the provisions of Section 21 hereof),
            Retirement Units (subject to the provisions of Sections 23-26
            hereof) or any combination thereof. For this purpose, shares of
            Common Stock shall be valued at Fair Market Value, and Restricted
            Stock and Retirement Units shall be deemed to have a value equal to
            the Fair Market Value of the underlying Common Stock, in each case
            as of the date of the Committee's determination to pay such Annual
            Performance Award in such form or forms. If permitted by the
            Regulations and Code Section 162(m), the Committee may determine to
            pay a portion of an Annual Performance Award in December of the year
            to which it relates. The Committee may not increase the amount of an
            Annual Performance Award that would otherwise be payable upon
            achievement of the Performance Target or Targets, but it may reduce
            any Eligible Participant's Annual Performance Award in its
            discretion. Subject to Section 14(c) above, no Annual Performance
            Award will be payable to any Eligible Participant who is not an
            employee of the Company on the last day of the year to which such
            Annual Performance Award relates.

      (f)   DEFERRAL OF ANNUAL PERFORMANCE AWARDS. If the Committee


                                       14
<PAGE>

            determines that some portion of an Annual Performance Award to an
            Eligible Participant shall be treated as a deferred Annual
            Performance Award and be payable in annual or other periodic
            installments, the Eligible Participant will be notified in writing
            when such deferred Annual Performance Award shall be paid and over
            what period of time. A deferred Award in the form of shares of
            Common Stock shall be subject to the provisions of Section 19(b)
            hereof. In the case of a deferred Award in the form of cash, in each
            year the Committee shall have the discretion to provide for the
            payment of an amount equivalent to interest, at such rate or rates
            fixed by the Committee, on such deferred cash Annual Performance
            Award. Any amounts provided for pursuant to the preceding sentence
            shall become payable in such a manner, at such time or times, and
            subject to such conditions as the Committee shall in its sole
            discretion determine; provided, however, that the total amount of
            such interest shall be deducted from the maximum amount available
            for Awards under the formula described in Section 13 of the Plan.

      (g)   CODE SECTION 162(m). It is the intent of the Company that Annual
            Performance Awards satisfy, and this Section 27A be interpreted in a
            manner that satisfies, the applicable requirements of Code Section
            162(m) and the Regulations so that the Company's tax deduction for
            Annual Performance Awards to Affected Officers is not disallowed in
            whole or in part by operation of Code Section 162(m). If any
            provision of this Plan or of any Annual Performance Award would
            otherwise frustrate or conflict with such intent, that provision
            shall be interpreted and deemed amended so as to avoid such
            conflict. To the extent of any irreconcilable conflict with such
            intent, such provision shall be deemed void as applicable to
            Eligible Participants.

                      PART IIE PERFORMANCE OR OTHER AWARDS

27.   DETERMINATION OF PERFORMANCE AND OTHER AWARDS

      (a)   Each year the Committee in its sole discretion may authorize other
            forms of Awards such as, but not limited to, Performance Awards, if
            the Committee deems it appropriate to do so in order to further the
            purposes of the Plan.

      (b)   A "Performance Award" shall mean an Award which entitles the
            Participant to receive Common Stock, Restricted Stock, Retirement
            Units, Options under Part I of the Plan or other compensation (which
            may include cash), or any combination thereof, in an amount which
            depends upon the financial performance of the Company during a
            stated period of more than one year. Performance for this purpose
            may be measured by the growth in book value of the Common Stock, an
            increase in per share earnings of the Company, an increase in
            operating cash flow, or any other indicators specified by the
            Committee. The Committee shall also fix the period during which such
            performance is to be measured, the value of a Performance Award for
            purposes of providing for the accrual pursuant to Section 13 of the
            Plan and the form of payment to be made in respect of the
            Performance Award.

                      PART IIF LONG-TERM PERFORMANCE AWARDS

28A.  DETERMINATION OF LONG-TERM PERFORMANCE AWARDS

      (a)   GENERAL. Each year the Committee shall designate those Participants
            who shall be


                                       15
<PAGE>

            eligible to receive Long-Term Performance Awards under this part of
            the Plan.

      (b)   CERTAIN DEFINITIONS. For purposes of this Section 28A, the following
            terms shall have the meanings specified:

      "Code Section 162(m)" shall mean Section 162(m) of the Internal Revenue
Code of 1986, as amended (or any successor provision), and "Regulations" shall
mean the regulations promulgated thereunder, as from time to time in effect.

      "Eligible Participants" shall mean certain key business leaders and senior
management of the Company as determined in the discretion of the Committee.

      "Long-Term Performance Goal" means, for any Performance Period, the
business criteria selected by the Committee to measure the performance during
such Performance Period of the Company (or of a division, subsidiary or group
thereof) from one or more of the following:

      (i)   earnings per share of the Company for the Performance Period;

      (ii)  net income of the Company for the Performance Period;

      (iii) return on assets of the Company for the Performance Period (net
            income of the Company for the Performance Period divided by average
            total assets for such Performance Period);

      (iv)  return on stockholder's equity of the Company for the Performance
            Period (net income of the Company for the Performance Period divided
            by average stockholder's equity for such Performance Period);

      (v)   operating profit or operating margins of the Company or of a
            division, subsidiary or group thereof for the Performance Period;

      (vi)  cash flow of the Company or of a division, subsidiary or group
            thereof for the Performance Period;

      (vii) increase in shareholder value as determined at the end of the
            Performance Period;

     (viii) revenue growth of the Company or of a division, subsidiary or group
            thereof for the Performance Period; and

      (ix)  improved use of capital and/or assets of the Company or of a
            division, subsidiary or group thereof for the Performance Period.

      "Long-Term Performance Goal Target" means, for any Long-Term Performance
Goal, the levels of performance during a Performance Period under such Long-Term
Performance Goal established by the Committee to determine an Eligible
Participant's maximum Long-Term Performance Award.

      "Performance Period" means the period in excess of one year commencing on
January 1 of the year in which the Committee makes the Long-Term Performance
Award to an Eligible Participant.

      (c)   ELIGIBILITY. Long-Term Performance Awards are available each year to
            Eligible Participants who are designated by the Committee, prior to
            March 31 of such year (or prior to such later date as permitted by
            Code Section 162(m) and the Regulations).

      (d)   DETERMINATION OF LONG-TERM PERFORMANCE AWARDS. Prior to


                                       16
<PAGE>

            March 31 of each year (or prior to such later date as permitted by
            Code Section 162(m) and the Regulations), the Committee will
            designate the Eligible Participants who will be entitled to earn a
            Long-Term Performance Award for such Performance Period under this
            Plan, and will establish for each such Eligible Participant for such
            Performance Period (i) one or more Long-Term Performance Goals, and
            (ii) for each such Long-Term Performance Goal, a Long-Term
            Performance Goal Target and the method by which achievement thereof
            will be measured. In the event that more than one Long-Term
            Performance Goal is established for any Eligible Participant, the
            Committee shall at the same time establish the weighting of each
            such Long-Term Performance Goal in determining such Eligible
            Participant's Long-Term Performance Award. Notwithstanding anything
            in this Section 28A to the contrary, the Long-Term Performance Award
            payable to any Eligible Participant in any Performance Period may
            not exceed $3.0 million.

      (e)   PAYMENT OF LONG TERM PERFORMANCE AWARDS. Subject to subsection (g)
            below, Long-Term Performance Awards will be paid in cash as soon as
            practicable after the end of the Performance Period to which it
            relates and after the Committee certifies the extent to which the
            Long-Term Performance Goal Target or Targets under the Long-Term
            Performance Goal or Goals have been met or exceeded. If permitted by
            the Regulations and Code Section 162(m), the Committee may determine
            to pay a portion of a Long-Term Performance Award in December of the
            last year of the Performance Period to which it relates. The
            Committee may not increase the amount of a Long-Term Performance
            Award that would otherwise be payable upon the achievement of the
            Long-Term Performance Goal Target or Targets, but it may reduce any
            Eligible Participant's Long-Term Performance Award in its
            discretion. Subject to Sections 14(c) and 28A(g), no Long-Term
            Performance Award will be payable to any Eligible Participant who is
            not an employee of the Company on the last day of the Performance
            Period to which such Long-Term Performance Award relates.

      (f)   TERMINATION OF EMPLOYMENT BECAUSE OF DEATH, DISABILITY OR
            RETIREMENT. In the event that an Eligible Participant terminates
            employment because of death, Disability or Retirement, such Eligible
            Participant, or in the event of death such person as determined in
            accordance with Section 30, shall be paid a pro rata portion of such
            Eligible Participant's Long-Term Performance Award that would
            otherwise be payable upon the achievement of the Long-Term
            Performance Goal Target or Targets had the Participant continued
            employment until the end of the Performance Period. Such pro rata
            Long-Term Performance Award shall not be paid until the end of the
            Performance Period to which such Long-Term Award relates.

      (g)   DEFERRAL AND ALTERNATIVE FORM OF PAYMENT OF LONG-TERM PERFORMANCE
            AWARDS. If the Committee determines that some portion of a Long-Term
            Performance Award to an Eligible Participant shall be treated as a
            deferred Long-Term Performance Award and payable in annual or other
            periodic installments, the Eligible Participant will be notified in
            writing when such deferred Long-Term Performance Award shall be paid
            and over what period of time. In each year the Committee shall have
            the discretion to provide for the payment of an amount equivalent to
            interest, at such rate or rates fixed by the Committee, on any
            deferred Long-Term Performance Award. Any amounts provided for
            pursuant to the preceding sentence shall become payable in such
            manner, at such time or times, and subject to such conditions as the
            Committee shall in its sole discretion determine; provided, however,
            that the total amount of such interest shall be deducted from the
            maximum amount available for Awards under the formula described in
            Section 5 of the Plan. Furthermore, the


                                       17
<PAGE>

            Committee may, in its sole discretion, determine that such Long-Term
            Performance Award shall be paid in shares of Common Stock or in the
            form of Retirement Units (subject to the provisions of Sections
            23-26 hereof). For this purpose, shares of Common Stock shall be
            valued at Fair Market Value, and Retirement Units shall be deemed to
            have a value equal to the Fair Market Value of the underlying Common
            Stock, in each case as of the date of the Committee's determination
            to pay such Long-Term Performance Award in such form.

      (h)   CODE SECTION 162(m). It is the intent of the Company that Long-Term
            Performance Awards satisfy, and this Section 28A be interpreted in a
            manner that satisfies, the applicable requirement of Code Section
            162(m) and the Regulations so that the Company's tax deduction for
            Long-Term Performance Awards to Eligible Participants is not
            disallowed in whole or in part by operation of Code Section 162(m).
            If any provision of this Plan or of any Long-Term Performance Award
            would otherwise frustrate or conflict with such intent, that
            provision shall be interpreted and deemed amended so as to avoid
            such conflict. To the extent of any irreconcilable conflict with
            such intent, such provision shall be deemed void as applicable to
            any Participant whose compensation is subject to Code Section
            162(m).

                           PART III GENERAL PROVISIONS

28.   STOCK DIVIDEND OR STOCK SPLIT

      If at any time the Company shall take any action whether by stock
dividend, stock split, combination of shares, or otherwise, which results in a
proportionate increase or decrease in the number of shares of Common Stock
theretofore issued and outstanding, (i) the number of shares of Common Stock
then subject to deferred Awards, credited to Retirement Unit Accounts (matured
or unmatured) or set aside for Performance or Other Awards, (ii) the number of
outstanding Options, the number of shares of Common Stock for which such Options
are exercisable and the exercise price thereof, (iii) the number of shares of
Common Stock reserved for Awards, (iv) the number of shares of Common Stock
reserved for Options, and (v) the maximum number of shares with respect to which
Options may be granted to any key employee in any calendar year under Section
6(b), shall be increased or decreased in the same proportion. The Committee
shall make an appropriate equitable adjustment to the provisions of Section
13(a) to take account of such increase or decrease in issued and outstanding
shares. The Committee in its discretion may make appropriate equitable
adjustments respecting deferred Stock Awards, Retirement Units, Annual
Performance Awards, Long-Term Performance Awards, Performance or Other Awards
and outstanding Options to take account of a dividend by the Company of property
other than cash. All such adjustments shall be made by the Committee whose
determination shall be conclusive and binding upon all Participants and any
person claiming under or through any Participant.

29.   RECLASSIFICATION OR MERGER

      If at any time the Company reclassifies or otherwise changes its issued
and outstanding Common Stock (other than in par value) or the Company and one or
more corporations merge and the Company is the surviving corporation of such
merger, then each Stock Award, Retirement Unit (matured or unmatured), Annual
Performance Award, Performance or Other Award which at the time of such
reclassification or merger is credited as a Stock Award, Retirement Unit, Annual
Performance Award, Long-Term Performance Award, Performance or Other Award shall
thereafter be deemed to be the equivalent of (and all Units thereafter credited
to a Retirement Unit Account shall be computed with reference to), and
outstanding Options shall be exercisable for, the shares of stock or other
securities of the Company which pursuant to the terms of such reclassification
or merger are issued with respect to


                                       18
<PAGE>

each share of Common Stock. The Committee shall also make an appropriate
equitable adjustment to the provisions of Sections 6(b) and 13(a) to take
account of such event. All such adjustments shall be made by the Committee whose
determination shall be conclusive and binding upon all Participants and any
person claiming under or through any Participant.

30.   NON-ALIENATION OF BENEFITS

      Except as herein specifically provided, no right or unpaid benefit under
this Plan shall be subject to alienation, assignment, pledge or charge and any
attempt to alienate, assign, pledge or charge the same shall be void. If any
Participant or person entitled to the benefits hereunder should attempt to
alienate, assign, pledge or charge any benefit hereunder, then such benefit
shall, in the discretion of the Committee, cease. Notwithstanding the foregoing,
rights and benefits hereunder shall pass by will or the laws of descent and
distribution in the following order: (i) to beneficiaries so designated by the
Participant; if none, then (ii) to a legal representative of the Participant; if
none, then (iii) to the persons entitled thereto as determined by a court of
competent jurisdiction. Awards so passing shall be made at such times and in
such manner as if the Participant were living.

31.   WITHHOLDING OR DEDUCTION FOR TAXES

      If at any time specified herein for the making of any payment or delivery
of any Common Stock to any Participant or beneficiary, any law or regulation of
any governmental authority having jurisdiction in the premises shall require the
Company to withhold, or to make any deduction for, any taxes or take any other
action in connection with the payment or delivery then to be made, such payment
or delivery shall be deferred until such withholding or deduction shall have
been provided for by the Participant or beneficiary, or other appropriate action
shall have been taken. The amount of any such tax shall be computed by the
Company in a manner consistent with applicable law. The Participant or
beneficiary may satisfy the obligation for such withholding or deduction in
whole or in part by electing to deliver shares of Common Stock already owned and
having a value (as determined by Committee rule consistent with applicable law)
equal to the amount to be withheld or deducted.

32.   ADMINISTRATION EXPENSES

      The entire expense of administering this Plan shall be borne by the
      Company.

33.   GENERAL CONDITIONS

      (a)   The Board in its discretion may from time to time amend, suspend or
            terminate any or all of the provisions of this Plan, provided that
            no change may be made which would prevent Incentive Stock Options
            granted under the Plan from being Incentive Stock Options as
            described therein without the consent of the optionees concerned,
            and further provided that the Board may not make any amendment which
            (1) changes the class of persons eligible for Incentive Stock
            Options, or (2) increases the total number of shares for which
            Options may be granted under Section 6(c), or (3) materially affects
            the provisions of Sections 13(a) or (b) of the Plan, or (4)
            materially increases the benefits accruing to Participants under the
            Plan (provided that changes in the vesting and exercise periods for
            Options for Participants who leave the Company may be effected by
            the Board or the Committee without stockholder approval), or (5)
            increases the total number of shares authorized under Section 13(f)
            for which Awards may be granted, without the consent and approval of
            the holders of a majority of the outstanding shares of Class A and
            Class B Common Stock of the Company entitled to vote thereon, voting
            together as one class. The foregoing provisions shall not be
            construed to prevent the Committee from exercising its discretion,
            or to limit such discretion, to increase the total number of shares


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<PAGE>

            for which Options may be granted under Section 6(b) or the total
            number of shares authorized under Section 13(f) for which Awards may
            be granted, as expressly permitted by Sections 28 and 29 hereof, or
            to adjust the provisions of Sections 13(a) and (b) hereof as
            expressly permitted by Sections 13(b), 28 and 29 hereof, or
            otherwise to exercise any discretion to the extent expressly
            authorized hereunder.

      (b)   Nothing contained in the Plan shall prohibit the Company from
            establishing incentive compensation arrangements in addition to this
            Plan and the Cash Plan. Payments made under any such separate
            arrangements shall not be included in or considered a part of the
            maximum dollar amount available for Awards under the Plan and Cash
            Plan, or number of shares available for Awards or Options under the
            Plan, and shall not be charged against the dollar or share amounts
            available for Awards under the Plan and Cash Plan or Options under
            the Plan. In the discretion of the Committee, employees shall be
            eligible to participate in such other arrangements, as well as the
            Plan and Cash Plan, in the same year.

      (c)   Nothing in this Plan shall be deemed to limit in any way the right
            of the Company to terminate a Participant's employment with the
            Company at any time.

      (d)   The Committee may promulgate rules and regulations relating to the
            administration and interpretation of, and procedures under, the
            Plan. Any decision or action taken by the Company, the Board or the
            Committee arising out of or in connection with the construction,
            administration, interpretation and effect of the Plan shall be
            conclusive and binding upon all Participants and any person claiming
            under or through any Participant.

      (e)   No member of the Board or of the Committee shall be liable for any
            act or action, whether of commission or omission, taken by any other
            member or by any officer, agent or employee, nor for anything done
            or omitted to be done by such Director except in circumstances
            involving actual bad faith.

      (f)   Notwithstanding any other provision of this Plan, the Company shall
            not be obligated to make any Award, issue any shares of Common
            Stock, or grant any Option with respect thereto, unless it is
            advised by counsel of its selection that it may do so without
            violation of the applicable Federal and State laws pertaining to the
            issuance of securities, and may require any stock so issued to bear
            a legend, may give its transfer agent instructions, and may take
            such other steps, as in its judgment are reasonably required to
            prevent any such violation.

      (g)   It is the intent of the Company that transactions involving Options
            or Awards granted under the Plan be entitled to the exemption from
            Section 16 of the Exchange Act provided by Rule 16b-3, that any
            ambiguities or inconsistencies in construction of the Plan be
            interpreted to give effect to such intention and that if any
            provision of the Plan is found not to be in compliance with Rule
            16b-3, such provision shall be deemed null and void to the extent
            required to permit any such transaction to comply with Rule 16b-3.
            The Committee may adopt rules and regulations under, and amend, the
            Plan in furtherance of the intent of the foregoing.

34.   TRANSITION

      Upon the effectiveness of this Plan, as provided below, and the Cash Plan,
such plans replaced the Company's Executive Incentive Compensation Plan
("EICP"), except that the EICP shall continue to govern options and awards of
restricted stock outstanding under the EICP. No further awards will be


                                       20
<PAGE>

made under the EICP, and all amounts accrued for awards under the EICP and
unawarded were carried forward and made available for Awards under the Plan and
awards under the Cash Plan. All unmatured and matured but undistributed
retirement units and all performance awards respecting current performance
cycles awarded under the EICP became Retirement Units and Performance Awards
hereunder and any payments or distributions in respect thereof shall be made
hereunder; provided, however, that the number of shares of Common Stock
available for Awards pursuant to Section 13(f) hereof shall not be reduced by
the number of such retirement units previously awarded under the EICP and paid
subsequently under the Plan.

35.   EFFECTIVE DATE;  EXPIRATION

      The Plan became effective for periods beginning after January 1, 1991 upon
approval by the holders of a majority of the outstanding shares of Class A and
Class B Common Stock of the Company entitled to vote thereon at the 1991 Annual
Meeting of Stockholders, in person or by proxy, voting together as a single
class. No Options may be granted or Awards made under the Plan after December
31, 2010, or such earlier expiration date as may be designated by resolution of
the Board.


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</TEXT>
</DOCUMENT>
