SPLIT-DOLLAR AGREEMENT



         THIS AGREEMENT made and entered into as of this 28th day of February,

2001, by and among Martha Stewart Living Omnimedia, Inc., a Delaware

corporation, having an address of 11 West 42nd St., 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 Employee is employed by the Corporation; and



         WHEREAS, the Employee wishes to provide life insurance protection in

the event of her death under two policies of life insurance insuring her life

(each a "Policy" and collectively, the "Policies"), which are described in

attached Exhibit A and by this reference made a part of this Agreement, and

which are being issued by Security Life of Denver and Metropolitan Life,

respectively (each an "Insurer" and collectively the "Insurers"); and



         WHEREAS, the Corporation is willing to pay a portion of the premiums

due on each Policy as an additional employment benefit for the Employee, on the

terms and conditions set forth in this Agreement; and



         WHEREAS, Owner is the owner of each Policy and, as such, possesses all

incidents of ownership in and to each Policy; and



         WHEREAS, the Corporation wishes to have the Policies collaterally

assigned to it by the Owner to secure the repayment of the amounts which the

Corporation will pay toward policy premiums; and



         WHEREAS, the parties intend that by these collateral assignments the

Corporation shall receive only the right to its repayment, with the Owner

retaining all other ownership rights in a Policy, as specified herein;



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

this Agreement, the parties agree as follows:



1. PURCHASE OF POLICY. The Owner will purchase a Policy from each Insurer in the

face amount of THIRTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($13,500,000). The

parties agree that they will take all necessary action to cause each Insurer to

issue a Policy, and shall take any further action necessary to cause each Policy

to conform to the provisions of this Agreement. The parties agree that each

Policy shall be subject to this Agreement and the collateral assignments filed

with the Insurers relating to the Policies.



2. OWNERSHIP OF POLICIES.



                  a. The Owner shall be the sole and absolute owner of each

Policy, and may exercise all ownership rights granted to the owner thereof by

the terms of each Policy, except as may otherwise be provided in this Agreement.



                  b. Pursuant to this Agreement and the concomitant collateral

assignments, the parties intend that the Owner shall retain all rights which

each Policy grants to its owner and that the Corporation shall only be entitled

to be repaid the amounts set forth below. Specifically, but without limitation,

the Corporation shall neither have nor exercise any right as collateral assignee

of a Policy which could in any way defeat or impair the Owner's right to receive

the cash surrender value or the death proceeds of a Policy in excess of the

amount due the Corporation with respect to that Policy hereunder. All provisions

of this Agreement and the collateral assignments shall be so construed.



3. POLICY DIVIDENDS. In accordance with the election made by the Owner, any

dividend declared on a Policy shall be applied to purchase paid-up additional

insurance on the life of the Employee. The parties agree that the dividend

election provisions of a Policy shall conform to the provisions of this

Agreement.



4. PAYMENT OF PREMIUMS.



                  a. Thirty (30) days prior to the due date of a premium on a

Policy (or thirty (30) days prior to the scheduled payment date for any

scheduled premium on a Policy as the case may be), the Corporation shall notify

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