AMENDMENT TO SPLIT-DOLLAR AGREEMENT



         THIS Amendment is made and entered into this 28th day of January, 2002,

by and among Martha Stewart Living Omnimedia, Inc., a Delaware corporation,

having an address of 11 West 42nd Street, New York, New York, 10036

("Corporation"), Martha Stewart, an individual residing in the state of

Connecticut ("Employee"), and The Martha Stewart Family Limited Partnership, a

Connecticut limited partnership ("Owner").



         WITNESSETH THAT:



         WHEREAS, the Corporation, the Employee and the Owner (collectively the

"parties") executed an agreement on February 28, 2001 known as the "Split Dollar

Agreement" (the "Agreement"); and



         WHEREAS, the Agreement terminates upon the second day of the sixteenth

year of the Policies; and



         WHEREAS, the parties now wish to amend the Agreement in certain

respects;



         NOW, THEREFORE, in consideration of the mutual promises contained in

this Agreement, the parties agree as follows:



1.       The second sentence of Section 2.b. is amended to read as follows:



         "Specifically, but without limitation, the Corporation shall neither

have nor exercise any right as collateral assignee of any of the Policies which

could in any way defeat or impair the Owner's right to receive the cash

surrender values or the death proceeds of the Policies in excess of the amount

due the Corporation under this Agreement."



2.       Section 4 is amended to read as follows:



         "4.      PAYMENT OF PREMIUMS.



                  a. This paragraph 4.a. shall apply only for premiums due on a

Policy prior to the Original Termination Date. Thirty (30) days prior to the due

date of a premium on a Policy, the Corporation shall notify the Owner of the

exact amount due from the Owner under this Agreement with respect to that

Policy. For each Policy, the amount due from the Owner shall equal the annual

cost of current life insurance protection on the life of the Employee provided

under that Policy. Either the Owner, or the Employee on behalf of the Owner,

shall pay the required contribution to the Corporation prior to a premium due

date. If neither the Employee nor the Owner timely pays a contribution, the

Corporation, in its sole discretion, may elect to pay the Owner's portion of a

premium, which shall be recovered by the Corporation as provided in this

Agreement. On or before the due date of each Policy premium, or within the grace

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period provided therein, the Corporation shall pay, subject to the contribution

provided above, the full amount of the premium to the Insurer, and shall, upon

request, promptly furnish the Owner evidence of timely payment of that premium.

Any contribution towards a premium payment actually paid by the Owner, or the

Employee on behalf of the Owner, under this paragraph shall be considered to be

a payment by the Owner or the Employee of a portion (equal to that contribution)

of that premium for purposes of calculating the amount to be repaid the

Corporation under Sections 6, 7 and 9 of this Agreement.



                  b. This paragraph 4.b. shall apply only for premiums due on a

Policy after the Original Termination Date. Thirty (30) days prior to the due

date of a premium on a Policy, the Corporation shall have notified the Owner of

the upcoming premium and the exact amount due from the Owner under this

Agreement with respect to that Policy. For each Policy, the amount due from the

Owner shall equal the annual cost of current life insurance protection on the

life of the Employee provided under that Policy. Either the Owner, or the

Employee on behalf of the Owner, shall have provided evidence to the Corporation

of payment of the premium, or shall pay the required amount prior to a due date

to the Corporation, which upon receipt shall forward that amount to the Insurer.

Any payment actually made by the Owner, or the Employee on behalf of the Owner,

under this paragraph shall be considered to be a payment by the Owner or the

Employee for purposes of calculating the amount to be repaid the Corporation

under Sections 6, 7 and 9 of this Agreement.



                  c. Prior to the Original Termination Date, the premiums on

both Policies shall total ONE MILLION ONE HUNDRED SEVENTY-FOUR THOUSAND

SIXTY-NINE DOLLARS ($1,174,069) annually. For purposes of this Section 4, the

"annual cost of current life insurance protection" under a Policy on the life of

the Employee provided under that Policy, shall be calculated using the lower of

(1) the Table 2001 rate, set forth in Internal Revenue Service Notice 2002-8 (or

the corresponding applicable provision of any future Internal Revenue Service

authority), or (2) the Insurer's current published premium rate for annually

renewable term insurance for standard risks. The Corporation shall annually

furnish the Employee a statement of the amount of income reportable by the

Employee, if any, for federal and state income tax purposes as a result of the

insurance protection provided the Owner as the policy beneficiary.



3.       A new sentence is added to the end of Section 5 as follows:



         "This paragraph shall not preclude the corporation from seeking, under

other provisions of this Agreement, from the Owner any amounts still due (after

taking into consideration amounts actually repaid as noted above) the

Corporation under Sections 6.c., 7.b. and 9.a. of this Agreement."



4.       Sections 6.a. and 6.b. are amended to read as follows:

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