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escrowagree.txt







                                ESCROW AGREEMENT



        ESCROW AGREEMENT,  dated as of April 1, 2002 (this "Escrow  Agreement"),

by and among the HPI  Indemnifying  Stockholders  listed on  Schedule I attached

hereto (the "HPI Indemnifying Stockholders"),  Lee Enterprises,  Incorporated, a

Delaware  corporation  (the  "Purchaser"),  and Wells Fargo Bank Iowa,  N.A.,  a

national banking corporation (the "Escrow Agent").



                                   WITNESSETH:



        WHEREAS, the HPI Indemnifying Stockholders and the Purchaser are parties

to an  Acquisition  Agreement  dated as of February  11, 2002 (the  "Acquisition

Agreement"),  pursuant to which,  among other things, the Purchaser is acquiring

from the HPI  Indemnifying  Stockholders  on the date hereof  certain issued and

outstanding  shares of capital  stock of Howard  Publications,  Inc., a Delaware

corporation (the "Company"); and



        WHEREAS,  the Acquisition  Agreement  requires the Purchaser to put into

escrow  pursuant to this Escrow  Agreement the sum of  $50,000,000  (the "Escrow

Amount") to be held as security for the  indemnification  obligations of the HPI

Indemnifying  Stockholders  to  the  Purchaser  pursuant  to  Article  8 of  the

Acquisition Agreement; and



        WHEREAS,  the parties to this Escrow Agreement have agreed upon and wish

to set forth the terms and  conditions  with respect to the  disposition  of the

Escrow Amount held by the Escrow Agent.



        NOW, THEREFORE, in consideration of the foregoing and for other good and

valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby

acknowledged, the parties agree as follows:



        1. Definitions.  Capitalized terms used herein without  definition shall

have the  meanings  assigned  to such  terms  in the  Acquisition  Agreement,  a

conformed copy of which has been delivered to the Escrow Agent.



        2. Escrow Agent.  The HPI  Indemnifying  Stockholders  and the Purchaser

hereby  designate and appoint the Escrow Agent to serve in  accordance  with the

terms, conditions and provisions of this Escrow Agreement,  and the Escrow Agent

hereby agrees to act as such, upon the terms, conditions and provisions provided

in this Escrow Agreement.



        3. Deposit of Escrow Amount. On even date herewith,  the Purchaser shall

deposit  with the  Escrow  Agent  the  Escrow  Amount to be held in trust by the

Escrow Agent for the benefit of the HPI Stockholders in a separate trust account

(the "Escrow  Account"),  subject to the terms and provisions  herein contained,

and the Escrow Agent shall promptly  acknowledge  receipt of such deposit to the

Purchaser  and the HPI  Indemnifying  Stockholders.  Subject to the right of the

Escrow Agent to resign as hereinafter provided,  the Escrow Agent shall hold the

Escrow Amount placed in the Escrow Account,  which shall not be disbursed except

as herein  provided.  The Escrow Amount shall be held by Escrow Agent as a trust

fund and such funds shall be  maintained  free of any lien or  attachment of any

creditor of either  party  hereto and shall be used solely for the  purposes and

subject to the conditions set forth herein.



        4. Release of the Escrow Amount. The Escrow Amount shall be used only to

satisfy the  indemnification  obligations of the HPI  Indemnifying  Stockholders

under Article 8 of the Acquisition  Agreement.  As between the HPI  Indemnifying

Stockholders and the Purchaser, the rights of, in and to the Escrow Amount shall

be governed by the  Acquisition  Agreement.  The Escrow Agent shall release from

escrow  hereunder  and disburse the Escrow  Amount only in  accordance  with the

provisions of this Section 4 set forth below.



        (a) Purchaser  Indemnity  Claims.  Upon the occurrence of an event which

the  Purchaser  in good  faith  asserts  constitutes  an event for which the HPI

Indemnifying  Stockholders would be required to indemnify or make any payment to

the Purchaser  pursuant to Article 8 of the Acquisition  Agreement (a "Purchaser

Indemnity Claim"),  whether paid or payable to the Purchaser or any third party,

the  Purchaser  shall  furnish  written  notice of such  event  (the  "Indemnity

Notice") to the HPI Indemnifying Stockholders and the Escrow Agent promptly (and

in any  event  within  the  time  period  specified  in  Section  8.3(a)  of the

Acquisition  Agreement),  setting forth the Purchaser's then good-faith estimate

of the reasonably foreseeable amount of the Purchaser Indemnity Claim, and shall

immediately  make available to the HPI  Indemnifying  Stockholders  all relevant

information  related  to such  Purchaser  Indemnity  Claim  and  which is in the

possession of the Purchaser or its Affiliates or representatives. Such Indemnity

Notice shall set forth in  reasonable  detail the facts upon which the Purchaser

Indemnity  Claim is based as well as the specific  provisions in the Acquisition

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