MARTHA STEWART LIVING OMNIMEDIA, INC.
AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

     This RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), made and entered into as of October 24, 2003 (the Grant Date), by and between      (the Participant) and Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the Company), sets forth herein the terms and conditions of the restricted stock units granted pursuant to the Companys Amended and Restated 1999 Stock Incentive Plan, as amended from time to time (the Plan). This Agreement is being entered into in connection with the Companys Offer to Exchange filed with the Securities and Exchange Commission on the Companys Schedule TO dated September 25, 2003, in which certain of the nonqualified stock options held by the Participant were cancelled in consideration of the grant of the restricted stock units hereunder (the Offer to Exchange). Any capitalized terms used but not defined herein shall have the meaning prescribed in the Plan.

     1.     Grant and Vesting of Restricted Stock Units.

          (a) Subject to the provisions of this Agreement and to the provisions of the Plan, the Company hereby grants to the Participant as of the Grant Date,      restricted stock units, each representing the right to receive one share of Class A common stock of the Company, par value $0.01 per share (Common Stock), at the times set forth in paragraphs (c) below. The Company shall maintain an account on the Participants behalf to record any and all such restricted stock units, until such time that the units are settled or otherwise forfeited. No Common Stock will be issued at the time the restricted stock units are granted. In the event that the employment of the Participant with the Company shall terminate prior to the vesting of any portion of the restricted stock units (as described in paragraph (b) below), any and all such unvested units (and any Dividend Equivalents credited with respect thereto) shall be forfeited by the Participant effective immediately upon such termination. For purposes of this Agreement, employment with the Company shall include employment with the Companys affiliates and its successors.

          (b) The restricted stock units granted hereunder shall vest and no longer be subject to any restriction (i) with respect to fifty percent (50%) of such units, upon the occurrence of the first anniversary of the Grant Date, and (ii) with respect to the other fifty percent 50% of such units, upon the occurrence of the second anniversary of the Grant Date. Notwithstanding the foregoing, in the event that a Change in Control (as defined in Section 10(b) of the Plan) occurs, or that the Participants employment is terminated by reason of the Participants death or Disability (as defined in Section 1(o) of the Plan), the vesting conditions contained in (i)(x) and in (ii)(x) above shall be deemed immediately satisfied.

          (c) Upon the vesting of any restricted stock units, the Common Stock underlying such restricted stock units will be delivered to the Participant (or, in the case of the Participants death, the Participants executor) pursuant to Paragraph 2 hereof, together with any Dividend
 

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