MARTHA STEWART LIVING OMNIMEDIA, INC.

                        2002 EXECUTIVE SEVERANCE PAY PLAN



Martha Stewart Living Omnimedia, Inc. hereby adopts this Martha Stewart Living

Omnimedia, Inc. 2002 Executive Severance Pay Plan (the "Plan") effective as of

August 9, 2002.



The purpose of the Plan is to better provide for the retention of key executives

through providing them with a higher degree of financial security, on the terms

and conditions hereinafter stated. The Plan is intended to be a severance pay

plan governed by Title I of the Employee Retirement Income Security Act of 1974,

as amended, primarily for the purpose of providing benefits for a select group

of management or highly compensated employees. All benefits under the Plan will

be paid solely from the general assets of the Company.



                                    ARTICLE I



                                   Definitions



"Bonus Benefit" has the meaning given in Section 2.06 of this Plan.



"Company" means Martha Stewart Living Omnimedia, Inc.



"Denial Notice" has the meaning set forth in Section 4.03(2) of this Plan.



"Disability" means a Total Disability under the Company's long-term disability

insurance policy, or such comparable term under any successor policy which the

Company may secure after the date hereof, as interpreted by the Plan

Administrator.



"Effective Date" means August 9, 2002.



"Eligible Participant" has the meaning given in Section 2.02 of this Plan.



"Employment Severance Date" means the date of termination of employment of a

Participant.



"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.



"Good Reason" shall have the meaning given in Section 3.01 of this Plan.



"Involuntary Termination for Cause" has the meaning given in Section 3.02 of

this Plan.



"Involuntary Termination for Disability" means any termination of a

Participant's employment with the Company initiated by the Company as a result

of such Participant's disability.



"Participant" means any eligible executive who is made a participant in the Plan

by action of the Plan Administrator as specified herein.



"Plan" means The Martha Stewart Living Omnimedia, Inc. 2002 Executive Severance

Pay Plan.



"Plan Administrator" means the Compensation and Management Development Committee

of the Board of Directors of the Company, or, if such Board of Directors so

determines, another committee of the Board or the Board itself.



"Qualifying Involuntary Termination" means any termination of a Participant's

employment with the





                                       24

{PAGE}



Company initiated by the Company other than an Involuntary Termination for Cause

or an Involuntary Termination for Disability.



"Termination for Cause" has the meaning given in Section 3.02 of the Plan.



"Voluntary Termination for Good Reason" has the meaning given in Section 3.01 of

this Plan.



"Voluntary Termination without Good Reason" means any termination of employment

initiated by a Participant other than a Voluntary Termination for Good Reason.



                                   ARTICLE II



                      Eligibility; Participation; Benefits



Section 2.01.     Participation in the Plan. The Plan Administrator may

                  designate any executive of the Company to be a Participant,

                  and may vary the terms of a Participant's participation on a

                  case by case basis. Promptly following such designation, each

                  Participant shall be notified of his or her participation in a

                  formal communication from the Plan Administrator or the

                  Company, provided that any variation in the terms of a

                  Participant's participation from the default terms of this

                  Plan shall be clearly explained to the Participant in such

                  communication. Participation in the Plan shall be determined

                  in the Plan Administrator's sole discretion. Once participant

                  has commenced, a Participant shall remain a Participant until

                  the first to occur of (i) the termination of his or her

                  employment under circumstances not giving rise to a right to

                  severance benefits under the Plan, (ii) the completion of the

                  delivery of all severance benefits under the Plan following

                  the termination of his or her employment under circumstances

                  giving rise to a right to such benefits, and (iii) the

                  termination or expiration of the Plan pursuant to Article V

                  before termination of the Participant's employment or the

                  giving of notice by a Participant under Section 3.01 hereof.



Section 2.02.     Benefits Eligibility. A Participant shall become entitled to a

                  severance benefit in the event he or she experiences a

                  Voluntary Termination For Good Reason or a Qualifying

                  Involuntary Termination, provided that all of the conditions

                  set forth in Section 2.03 are satisfied and the termination is

                  not described in Section 2.04. Any Participant who becomes so

                  entitled shall be deemed an "Eligible Participant."



Section 2.03.     Conditions. As conditions to entitlement of each Participant

                  to severance benefits under this Plan, such Participant must,

                  following the Employment Severance Date, (i) execute, and not

                  revoke, a Waiver and Release of Claims Form pursuant to

                  Section 6.01 of the Plan; (ii) return to the Company all

                  property of the Company held by such Participant, (iii)

                  reaffirm in writing such Participant's agreement to abide by

                  the confidentiality agreement entered into by such Participant

                  in connection with such Participant's employment with the

                  Company or, if no such agreement exists, enter into an

                  agreement in form and substance comparable to that typically

                  entered into by comparably situated executives upon commencing

                  employment with the Company, (iv) reasonably cooperate with

                  the Company to complete the transition of matters with which

                  such Participant is familiar or responsible to other

                  executives or employees and to make himself or herself

                  reasonably available to answer questions or assist in matters

                  which may require attention after such Participant's

                  Employment Severance Date, and (v) execute and deliver to the

                  Company a certificate attesting to the satisfaction of such of

                  the foregoing conditions as the Plan Administrator may, in its

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