FORM OF
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 February ___, 2007 by and between                                          (the Participant) and Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the Company), sets forth the terms and conditions of an Award of Restricted Stock Units granted in connection with the Companys Bonus Conversion Policy, as adopted by the Compensation Committee of the Companys Board of Directors (the Committee) on February 22, 2007 (the Bonus Conversion Policy) and pursuant to Section 8 of the Companys Amended and Restated 1999 Stock Incentive Plan (the Plan). 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 each of the Bonus Conversion Policy and the Plan, the Company hereby grants to the Participant                      restricted stock units (the Stock Units), each of which represents the right to receive, subject to the conditions set forth herein, one share of Class A common stock of the Company, par value $0.01 per share (Common Stock). Such number of Stock Units represents 115% of $                    , the value of the cash bonus awarded to the Participant that such Participant has elected to take in the form of Stock Units (the Base Cash Value), and has been calculated based on a per share value of $                    , which represents the closing price as reported on the New York Stock Exchange of a share of Common Stock (the Per Share Price) on the last business day immediately preceding the later of (a) the date of adoption by the Committee of the Bonus Conversion Policy and (b) the date on which the Committee determined the actual amount of cash bonus to be awarded to the Participant under the Companys Annual Incentive Plan for performance in the prior fiscal year (such later date, the Determination Date). No Common Stock will be issued unless and until the Stock Units vest pursuant to this Agreement.

(b) Subject to the terms and conditions of this Agreement, the Stock Units shall vest and shall no longer be subject to any restrictions hereunder (i) with respect to thirty-three percent (33%) of the Stock Units, on the first anniversary of the Determination Date, (ii) with respect to thirty-three percent (33%) of the Stock Units, on the second anniversary of the Determination Date and (iii) with respect to thirty-four percent (34%) of the Stock Units, on the third anniversary of the Determination Date (such three year period, the Restriction Period). Notwithstanding the foregoing, all the Stock Units shall immediately vest and no longer be subject to restriction if the Participants employment with the Company is terminated during the Restriction Period due to death or Disability, or pursuant to the terms of any arrangement between the Participant and the Company, if any. Except as provided in the preceding sentence, in the event that the employment of the Participant with the Company shall terminate during the Restriction Period,