EXHIBIT 10.1
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM

               (As Amended and Restated Effective January 1, 1993)
                     (Conformed Through the First Amendment)


















                             McDermott, Will & Emery
                                Chicago, Illinois




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                              C E R T I F I C A T E



          I, ______________________________________________________, Secretary
of WESTERN PUBLISHING COMPANY, INC., hereby certify that the attached is a full,
true and complete copy of the GOLDEN COMPREHENSIVE SECURITY PROGRAM, as in
effect on the date hereof.

          Dated this ----- day of -----------------------, 1993.


                                           --------------------------------
                                               Secretary as Aforesaid

                                                   (Corporate Seal)




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                              GOLDEN COMPREHENSIVE
                              --------------------
                                SECURITY PROGRAM
                                ----------------


                                    SECTION 1
                                    ---------

                                  INTRODUCTION
                                  ------------

          1.1 PURPOSE. GOLDEN COMPREHENSIVE SECURITY PROGRAM (the "plan") is
maintained by WESTERN PUBLISHING COMPANY, INC. (the "company") and, effective
April 23, 1986, by WESTERN PUBLISHING GROUP, INC., the company's parent
("parent") for eligible employees of the company and the parent and the eligible
employees of any other United States subsidiary of the company or the parent
which adopts the plan, with the consent of the company. The purpose of the plan
is to replace the Western Pension Plan for Salaried Employees and other plans
previously maintained for eligible employees and to provide for the accumulation
of funds from both employer and participant contributions in order to provide
retirement income to participants when they retire from the employ of the
employers, thereby providing for their future financial security. The plan is
designed as a qualified pension and profit sharing plan under the provisions of
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code").

          1.2 EFFECTIVE DATE, PLAN YEAR. The original effective date of the plan
was November 1, 1984. The plan, as set forth below, constitutes an amendment and
restatement of the plan effective January 1, 1993 (the "effective date"). A
"plan year" means each calendar year.


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          1.3 EMPLOYERS. The company, the parent and any United States
subsidiary of the company or the parent which adopts the plan and trust with the
consent of the company are sometimes referred to hereinafter collectively as the
"employers" and individually as an "employer."

          1.4 PLAN ADMINISTRATION. The plan will be administered by a pension
security committee (the "committee") appointed by the company, as described in
Section 9. Participants will be notified of the identity of the committee
members and of any change in the membership of such committee.

          1.5 TRUSTEE, TRUST AGREEMENT, TRUST FUND. Funds contributed by the
employers or participants under the plan will be held and invested in a trust
fund, until distributed, by a trustee (the "trustee") appointed by the company.
The trustee will act under a trust agreement between the employers and the
trustee. Participants will be notified of the identity of the trustee, and of
any change in trustee.

          1.6 EXAMINATION OF PLAN DOCUMENTS. Copies of the plan and trust
agreement, and any amendments thereto, will be made available at the principal
office of each employer where they may be examined by any participant or
beneficiary entitled to receive benefits under the plan. The provisions of and
benefits under the plan are subject to the terms and provisions of the trust
agreement.


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          1.7 NOTICES. Any notice or document required to be given to or filed
with the committee shall be considered as given or filed if delivered or mailed
by registered mail, postage prepaid, addressed as follows:

              Benefit Plans Administration Committee
              Western Publishing Company, Inc.
              444 Madison Avenue
              New York, New York 10022

          1.8 GENDER AND NUMBER. Words in the masculine gender shall include the
feminine and neuter genders and, where the context admits, the plural shall
include the singular, and the singular shall include the plural.

          1.9 SUPPLEMENTS. The company and any other employer (with the consent
of the company) may establish supplements to this plan with respect to any group
or class of employees of an employer to which the plan has been extended. Each
such supplement will be a part of the plan as it applies to the employees
affected thereby. To the extent that the provisions of any supplement are
inconsistent with the other features of the plan, the provisions of the
supplement shall control.




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                                    SECTION 2

                          ELIGIBILITY AND PARTICIPATION



          2.1 ELIGIBILITY. Subject to the conditions and limitations of the
plan, each employee of an employer who was an active participant in the plan
immediately prior to the effective date will continue to participate in the plan
in accordance with the provisions of this plan. Each other employee of an
employer will become a participant in the plan on January 1, 1993, or on the
first January 1, April 1, July 1 or October 1 (the "quarterly entry date")
coincident with or next following the date he meets all of the following
requirements:

          (a) He is either:

               (i)  A salaried employee (that is, an employee whose
                    basic compensation for services rendered to an
                    employer is paid to him in fixed amounts at stated
                    intervals without regard to the number of hours
                    worked, even though he may receive additional
                    compensation in the form of bonuses, overtime pay
                    or commissions); or

               (ii) A member of a group or class of employees of an
                    employer to whom the plan has been extended by the
                    Board of Directors of the employer; and

               (b)  He does not belong to a collective bargaining unit
                    of employees represented by a collective
                    bargaining representative, except to the extent
                    that an agreement between the employer and such
                    representative extends the plan to such unit of
                    employees; and


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               (c)  He has completed six months of continuous
                    employment (as defined in subsection 2.2).

Each employee will be notified of the date as of which he becomes a participant
in the plan and will be furnished with a summary plan description in accordance
with governmental rules and regulations. An employee who would be eligible to
participate in the plan on the applicable quarterly entry date except for the
requirements of subparagraph 2.1(a) or (b) will become a participant on the date
he satisfies the conditions for participation under such subparagraphs but will
not be eligible to make income deferral contributions (as defined in subsection
3.2) or voluntary participant contributions until the quarterly entry date
coincident with or next following the date he becomes a participant.

          2.2 CONTINUITY OF EMPLOYMENT. In determining an employee's or
participant's continuity of employment, the following rules shall apply:

               (a)  An employee's or participant's continuous
                    employment will be computed in terms of full and
                    fractional years of continuous employment, with
                    fractional years computed in completed days of
                    employment, commencing on the date an employee is
                    first employed by an employer (i.e., the date he
                    first completes an hour of service) or, if he has
                    incurred a one-year break in employment (as
                    defined in subparagraph (g) below), the date of
                    his reemployment (i.e., the date he first
                    completes an hour of service upon reemployment).

               (b)  A leave of absence (as defined in subsection 2.3)
                    will not interrupt continuity of employment for
                    purposes of the plan.



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               (c)  A period of concurrent employment with two or more
                    employers will be considered as employment with
                    one employer during that period.

               (d)  The termination of any employee's employment with
                    one employer will not interrupt the continuity of
                    his employment or participation if, concurrently
                    with or immediately after such termination, he is
                    employed by one or more other employers.

               (e)  If a former employee of the employers is
                    reemployed by an employer before he has incurred a
                    one-year break in employment (as defined in
                    subparagraph (g) below), his employment with the
                    employers will not be deemed to have terminated.

               (f)  A period of employment with a controlled group
                    member (as defined below) which is not an employer
                    will be considered a period of employment with an
                    employer for purposes of determining years and
                    days of continuous employment. A "controlled group
                    member" means any corporation or other trade or
                    business which is under common control with an
                    employer within the meaning of Sections 414(b),
                    414(c) and 414(m) of the Code.

               (g)  In determining an employee's or participant's
                    continuous employment for an employee or
                    participant who incurs a one-year break in
                    employment and is reemployed by an employer or
                    controlled group member, continuous employment
                    (both before and after such one-year break in
                    employment) will be taken into account for plan
                    purposes upon his reemployment, except as follows:


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                         If a former employee of the employers who is
                         not vested with respect to any portion of his
                         employer contribution account balance, income
                         deferral contribution account balance, or
                         matched employer contribution account balance
                         is reemployed by an employer or controlled
                         group member after he has incurred five
                         consecutive one-year breaks in employment and
                         if such consecutive one-year breaks in
                         employment equal or exceed his years of
                         continuous employment, his period of
                         continuous employment with the employers or
                         controlled group members prior to such five
                         consecutive one-year breaks in employment
                         shall be disregarded for purposes of
                         determining the vested portion of his
                         employer contribution account or matched
                         employer contribution account upon his
                         reemployment. In no event shall a period of
                         continuous employment after an employee has
                         incurred five consecutive one-year breaks in
                         employment be taken into account in
                         determining the vested portion of his
                         employer contribution account or matched
                         employer contribution account attributable to
                         employment prior to such five consecutive
                         one-year breaks in employment.

                    A "one-year break in employment" will be deemed to
                    have occurred for each 12-month period commencing
                    on the date of an employee's termination of
                    employment, and on each anniversary thereof,
                    during which such employee is not employed by an
                    employer or controlled group member. In the case
                    of a maternity or paternity absence (as defined
                    below), the 12-month period beginning on the first
                    day of such absence and the first anniversary


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                    thereof shall not constitute one-year breaks in
                    service. A "maternity or paternity absence" means
                    an employee's absence from work because of the
                    pregnancy of the employee or birth of a child of
                    the employee, the placement of a child with the
                    employee in connection with the adoption of such,
                    or for purposes of caring for the child
                    immediately following such birth or placement.

               (h)  In determining the continuous employment of an
                    employee who had previously been employed by Sight
                    & Sound, Inc., and who was transferred to
                    employment with an employer after such
                    acquisition, such continuous employment will
                    commence on the date such employee was first0
                    employed by Sight & Sound, Inc.

An "hour of service" means each hour for which an employee is directly or
indirectly paid, or entitled to payment, by an employer for the performance of
duties, determined in accordance with Department of Labor Reg. Sec. 2530.200b-2.
A "year of continuous employment" means 365 days of continuous employment under
this subsection.

          2.3 LEAVE OF ABSENCE. A leave of absence will not interrupt continuity
of employment or participation in the plan. A "leave of absence" for plan
purposes means a leave of absence required by law or granted by an employer on
account of service in military or governmental branches described in any
applicable statute granting reemployment rights to employees who entered such
branches, or any other military or governmental branch designated by the
employers, and also means any other absence from active employment with an
employer under conditions which are not treated by it as a termination of
employment including, but not limited to, vacations, holidays, maternity,
illness, incapacity or jury duty. Leaves of absence


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will be governed by rules uniformly applied to all employees similarly situated.
If an employee or participant does not return to work with an employer or
controlled group member on or before termination of a leave of absence, he will
be considered to have resigned on the date his last leave ended unless his
employment actually terminated prior to the expiration of such leave.

          2.4 REEMPLOYED FORMER PARTICIPANT. If a former participant in the plan
who has completed the requirements of subparagraph 2.1(c) is reemployed by an
employer after incurring a one-year break in employment, he will again become a
participant in the plan on the date he meets the requirements of subparagraphs
2.1(a) and (b) and will be eligible to make income deferral contributions under
subsection 3.2 or voluntary participant contributions under subsection 4.1 on
the quarterly entry date coincident with or next following the date he becomes a
participant.

          2.5 LEASED EMPLOYEES. A leased employee (as defined below) shall not
be eligible to participate in the plan. A leased employee means any person who
is not an employee of an employer but who has provided services to an employer
of the type which have historically (within the business field of the employers)
been provided by employees on a substantially full-time basis for a period of at
least one year pursuant to an agreement between an employer and a leasing
organization. The period during which a leased employee performs services for an
employer shall be taken into account for purposes of subsection 2.2 of the plan
unless (i) such leased employee is a participant in a money purchase pension
plan maintained by the leasing organization which provides a nonintegrated
employer contribution rate of at least ten percent (10%) of compensation,
immediate participation for all employees and full and immediate


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vesting and (ii) leased employees do not constitute more than twenty percent
(20%) of the employer's nonhighly compensated work force.




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                                    SECTION 3
                                    ---------

                             EMPLOYER CONTRIBUTIONS
                             ----------------------


          3.1 ANNUAL EMPLOYER CONTRIBUTION. Subject to the limitations of the
plan, each employer will contribute to the plan for each plan year an amount
equal to three percent (3%) of the adjusted compensation (as defined in
subsection 3.3) of participants entitled to share in the contribution for that
year. The amount of the employer's contribution for a plan year, as described
above, will be reduced, however, by any forfeitures to be credited under
subsection 7.3 for that plan year; and the employer's contribution, as so
reduced, will be the actual amount paid to the trustee as a contribution for
that year under this subsection. An employer's contribution for any plan year
under this subsection shall be paid to the trustee not later than the earlier of
(i) the latest date for making such contribution under the provisions of Section
412(c)(10) of the Code or (ii) the time required for the filing of the
employer's federal income tax return for the fiscal year in which such plan year
ends, including extensions thereof.

          3.2 INCOME DEFERRAL CONTRIBUTIONS. Subject to the limitations of the
plan, by writing filed with the committee, a participant, if he so desires, may
defer payment of a percentage (in increments of one percent (1%)) of his
compensation ("income deferral contributions"), not exceeding sixteen percent
(16%) thereof, by electing to have such percentage withheld from his
compensation and contributed to the plan on his behalf by his employer. For plan
years beginning on or after January 1, 1993, no participant may elect to make
income deferral contributions for any calendar year in excess of $8,994 (or such
greater amount as determined pursuant to Section 402 (g) (5) of the Code). The
amounts withheld from a


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participant's compensation pursuant to the participant's election shall be
contributed to the plan by the participant's employer and credited to his income
deferral contribution account as soon as practicable after being withheld but,
in any event, not later than 30 days following the end of the pay period for
which such contributions are made. A participant may elect to change the rate of
his deferrals, or suspend or resume such deferrals, within the limits stated
above, by filing a new election with the committee. Each election under this
subsection shall be made at such time, in such manner and in accordance with
such rules as the committee shall determine and shall be effective for
compensation paid on the first payment date (i.e., a date on which regular
salary payments are made to employees of the employer) coincident with or next
following the quarterly entry date or such other date specified by the committee
for which such election is effective.

          3.3 COMPENSATION AND ADJUSTED COMPENSATION. A participant's
"compensation" for any plan year means the sum total of the adjusted
compensation (as defined below) paid to him during that plan year for services
rendered to the employers as an employee and the amount of any income deferral
contributions made for such year under subsection 3.2. A participant's "adjusted
compensation" for any plan year means the total cash compensation, including
commissions, bonuses and overtime pay, but excluding any payments from the
Western Incentive Compensation Program, paid during the period such participant
is an active participant in the plan. In no event shall compensation in excess
of $200,000 (or such greater amount as permitted in regulations issued by the
Secretary of the Treasury) be included in a participant's compensation for any
plan year. Beginning with the plan year commencing January 1, 1994, in no event
shall compensation in excess of $150,000 (or such greater amount


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as may be permitted under Section 401(a)(17)(B) of the Code) be included in a
participant's compensation for any plan year.

          3.4 MATCHING EMPLOYER CONTRIBUTIONS. Subject to the limitations of the
plan and in addition to the annual employer contributions made under subsection
3.1 and the income deferral contributions made under subsection 3.2, each
employer will contribute for a participant an amount equal to sixty percent
(60%) of the first six percent (6%) of income deferral contributions (but not
exceeding $8,994 or such greater amount as determined pursuant to Section
402(g)(5) of the Code for plan years beginning on or after January 1, 1993) made
on behalf of the participant under subsection 3.2, reduced by any forfeitures to
be credited to such participant's matched employer contribution account for such
period as provided under subsection 7.3. Such contributions shall be paid to the
trustee and credited to the participant's matched employer contribution account
as soon as practicable after the end of the pay period for which such
contribution is made but, in any event, not later than 60 days after the end of
such period.

          3.5 EMPLOYER CONTRIBUTIONS MADE FROM PROFITS. Each employer's
contributions for or during a plan year under subsection 3.4 shall be made from
net income (i.e., its net profits before federal and state taxes on income) for
that plan year, or its accumulated profits (i.e., its net profits after federal
and state taxes on income which have been accumulated and retained in the
business), or both, as determined under generally accepted accounting principles
and practices. Each employer's contributions are conditioned on their
deductibility under Section 404 of the Code and, unless an employer specifies
otherwise, shall not exceed an


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amount equal to the maximum amount deductible on account thereof by the employer
for its fiscal year for purposes of federal taxes on income.

          3.6 LIMITATIONS ON INCOME DEFERRALS. In no event shall the actual
deferral percentage (as defined below) of the highly compensated participants
(as defined in subsection 3.8) for any plan year exceed the greater of:

               (a)  the actual deferral percentage of all other participants for
                    such plan year multiplied by 1.25; or

               (b)  the actual deferral percentage of all other participants for
                    such plan year multiplied by 2.00; provided that the actual
                    deferral percentage of the highly compensated participants
                    does not exceed that of all other participants by more than
                    two percentage points.

The "actual deferral percentage" of a group of participants for a plan year
means the average of the ratios (determined separately for each participant in
such group) of A to B where A equals the income deferral contributions credited
to each such participant's income deferral contribution account for each plan
year and B equals the participant's "compensation" for such plan year. For
purposes of this subsection, the term "compensation" shall mean compensation as
defined in Section 414(s) of the Code, including income deferral contributions.
The committee shall determine from time to time based on the income deferral
elections then on file with the committee whether the foregoing limitations will
be satisfied and, to the extent necessary to insure compliance with such
limitation, shall reduce, on an individual-by-individual basis, for each highly
compensated participant who is exceeding such deferral percentage the applicable
percentage of income deferral contributions to be withheld for such highly
compensated participant beginning with the highly compensated participant with
the highest deferral percentage first and then reducing the applicable
percentage for each subsequent highly


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compensated participant until such excess contributions are eliminated. In
addition, if at any time a portion of the income deferrals withheld from a
highly compensated participant's compensation cannot be credited to his income
deferral contribution account because the limitations described above would be
applicable, such amounts will not be considered contributions under subsection
3.2 and the amount of such excess contributions (and any income allocable to
such contributions) will be distributed to such highly compensated participant
no later than two and one-half (2-1/2) months after the close of the plan year
for which such excess contribution was made. For purposes of determining the
amount of any income for a plan year attributable to any excess contributions by
a highly compensated participant (as defined in subsection 3.8) to be returned
to such participant, the following formula will be used:

               (i)  first, the value of his income deferral
                    contribution account as of the beginning of the
                    plan year and as of the last day of the plan year
                    shall be determined;

               (ii) next, the gain or loss on such income deferral
                    contribution account shall be determined after
                    first reducing the difference between the balance
                    of the account as at the end of the year and the
                    balance as at the beginning of the year by income
                    deferral contributions made for such year; and

               (iii) finally, the amount calculated under paragraph
                    (ii) shall be multiplied by a fraction the
                    numerator of which is the excess income deferral
                    contributions made by the participant for such
                    year and the denominator of which is such
                    participant's income deferral contribution account
                    as of the last day of such year, reduced by the
                    amount of any gain for such year and increased by
                    the amount of any loss for such year. The amount
                    calculated under this paragraph shall be the
                    amount of income to be returned to the participant
                    for such year.




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The actual deferral percentage of a highly compensated participant to whom the
family attribution rules described in subsection 3.8 apply shall be the greater
of:

               (i)  the actual deferral ratio obtained by aggregating
                    the income deferral contributions and compensation
                    of only those family members who are highly
                    compensated participants; or

               (ii) the actual deferral ratio obtained by aggregating
                    the income deferral contributions and compensation
                    of all family members who are participants.

For purposes of this subsection, certain former employees (as determined under
Section 414(q)(9) of the Code) shall be treated as employees for purposes of
determining highly compensated participants.

          3.7 LIMITATIONS ON MATCHING EMPLOYER CONTRIBUTIONS AND PARTICIPANT
CONTRIBUTIONS. In no event shall the contribution percentage (as defined below)
of the highly compensated participants (as defined below) for any plan year
exceed the greater of:

          (a)  the contribution percentage of all other participants
               for such plan year multiplied by 1.25; or

          (b)  the contribution percentage of all other participants
               for such plan year multiplied by 2.00; provided that
               the contribution percentage of the highly compensated
               participants does not exceed that of all other
               participants by more than 2 percentage points.

The "contribution percentage" of a group of participants for a plan year means
the average of the ratios (determined separately for each participant in such
group) of A to B where A equals the sum of the matching employer contributions
under subsection 3.4 and the participant contributions under subsection 4.1, if
any, credited, to such participant's accounts for such plan year and B equals
the participant's compensation (as defined in subsection 3.6) for such plan


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year.  The  committee   shall   determine  from  time  to  time  based  on  such
participant's  matching  employer  contributions  and participant  contributions
whether the foregoing limitations will be satisfied and, to the extent necessary
to   insure   compliance   with   such   limitation,   shall   reduce,   on   an
individual-by-individual  basis, for each highly compensated  participant who is
exceeding such contribution percentage, the applicable percentage of participant
contributions,  if any, to be withheld for such highly compensated  participant,
beginning with the highly compensated  participant with the highest contribution
percentage first and then reducing the applicable percentage for each subsequent
highly compensated  participant until such contribution percentage satisfies the
foregoing  test.  If,  after  reducing  such  participant  contributions,   such
contribution  percentage  still exceeds such limitation,  the matching  employer
contributions to be contributed for such highly  compensated  participants shall
be reduced,  beginning with the highly compensated  participant with the highest
matching  employer   contributions   first  and  then  reducing  the  applicable
percentage  for  each  subsequent  highly  compensated  participant  until  such
contribution  percentage  satisfies  the  foregoing  test.  If,  because  of the
foregoing limitations,  a portion of the matching employer contributions made on
behalf of a highly  compensated  participant  may not be credited to his account
for a plan year, such portion (and the income  allocable to such amount) will be
forfeited and returned to the employer making such  contribution  not later than
two and one-half  months after the end of that plan year. The  determination  of
any excess aggregate  matching  contributions  under this subparagraph  shall be
made after determining any excess income deferral contributions under subsection
3.6.  Income  on such  excess  participant  contributions  and,  if  applicable,
matching  employer  contributions  shall be  calculated  in the same  manner  as
provided in subparagraphs (i) - (iii) of subsection 3.6


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except that such calculations shall be made using the participant's participant
contribution account balance and the participant's contributions and excess
participant contributions made for such plan year and then, if necessary, such
participant's matched employer contribution account balance and the employer's
matching employer contributions and excess matching employer contributions made
for such plan year. In the event that both the actual deferral percentage and
the contribution percentage do not satisfy the requirements of subparagraphs
3.6(a) and 3.7(a) above, the following additional limitation shall apply to
participant contributions and then to employer matching contributions of highly
compensated participants under the plan. After the appropriate tests under
subparagraph 3.6(a) or (b) above and subparagraph 3.7(a) or (b) have been made
and any excess income deferral contributions and participant contributions have
been returned to the participant and any excess employer matching contributions
are forfeited, the "Aggregate Limit" test will be applied. The "Aggregate Limit"
will be the sum of: (1) 125 percent of the greater of the actual deferral
percentage or the contribution percentage for participants who are not highly
compensated participants and (2) the lesser of (a) the actual deferral
percentage or the contribution percentage, whichever is smaller, for
participants who are not highly compensated participants plus two (2) percentage
points or (b) the actual deferral percentage or contribution percentage,
whichever is smaller, for participants who are not highly compensated
participants multiplied by 2.0. If the sum of the actual deferral percentage and
the contribution percentage for the highly compensated participants exceeds the
Aggregate Limit, participant contributions and then employer matching
contributions will be further reduced until the Aggregate Limit test is
satisfied.


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          3.8 HIGHLY COMPENSATED PARTICIPANTS. For purposes of subsections 3.6
and 3.7 of the plan, a "highly compensated participant" means any participant
who, during the current or immediately preceding plan year:

          (a)  was a 5 percent (5%) owner of an employer or controlled
               group member;

          (b)  received annual compensation from an employer and/or
               controlled group member of more than $75,000;

          (c)  received annual compensation from an employer and/or
               controlled group member of more than $50,000 and was in
               the top-paid twenty percent (20%) of the employees; or

          (d)  was an officer of an employer and/or controlled group
               member receiving annual compensation greater than fifty
               percent (50%) of the limitation in effect under Section
               415(b)(1)(A) of the Internal Revenue Code; provided,
               that for purposes of this subparagraph (d), no more
               than 50 employees of the employer (or if lesser, the
               greater of 3 employees or 10 percent of the employees)
               shall be treated as officers.

A participant not described in (b), (c) or (d) above for the immediately
preceding year will not be considered a highly compensated participant for the
current plan year under (b), (c) or (d) unless such participant is included
within the group of the 100 highest paid employees of the employer and
controlled group members for such current year. If any participant is a family
member of a highly compensated participant who is either a 5 percent owner or
one of the ten most highly compensated participants with respect to any plan
year, that participant shall not be treated as a separate participant for
purposes of this subsection and such individual's compensation will be treated
as if paid to such highly compensated participant; provided that, a "family
member" of a highly compensated participant means such participant's spouse,
lineal ascendants or descendants and the spouses of such lineal ascendants or
descendants. For purposes of this subsection, "compensation" shall be defined as
provided in subsection 3.6 of the plan. The compensation


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thresholds in (b) , (c) and (d) above will be adjusted in accordance with
Section 414(q)(1) of the Code.

          3.9 VERIFICATION OF EMPLOYER CONTRIBUTIONS. A certificate of an
independent certified public accountant selected by the employer shall be
conclusive on all persons as to the amount of an employer's contributions under
the plan for any plan year.

          3.10 NO INTEREST IN EMPLOYERS. The employers shall have no right,
title or interest in the trust fund, nor will any part of the trust fund at any
time revert or be repaid to an employer, unless:

          (a)  the Internal Revenue Service determines that the plan
               does not meet the requirements of Section 401(a) of the
               Internal Revenue Code of 1986, in which event
               contributions made to the plan by such employer
               conditioned upon such qualification shall be returned
               to the employer within one year after the date notice
               of such determination is issued to the employer; or

          (b)  a contribution is made by such employer by mistake of
               fact and such contribution is returned to the employer
               within one year after payment to the trustee; or

          (c)  a contribution is disallowed as an expense for federal
               income tax purposes and such contribution (to the
               extent disallowed) is returned to the employer within
               one year after the disallowance of the deduction.

The amount of any contribution that may be returned to an employer pursuant to
subparagraph (b) or (c) above shall be reduced by any portion thereof previously
distributed from the trust fund and by any losses of the trust fund allocable
thereto and in no event may the return of such contribution cause any
participant's account balances to be less than the amount of such balances had
the contribution not been made under the plan.


                                      -20-

<PAGE>



                                    SECTION 4
                                    ---------

                            PARTICIPANT CONTRIBUTIONS
                            -------------------------


          4.1 AMOUNT OF PARTICIPANT CONTRIBUTIONS. In lieu of any income
deferral contributions made by a participant under subsection 3.2 and subject to
any limitations contained in the plan, a participant, if he so desires, may
elect to make voluntary contributions under the plan for any plan year in an
amount of not less than one percent (1%) nor more than sixteen percent (16%) of
his adjusted compensation (as defined in subsection 3.3) for that year. Each
such election by a participant under this subsection shall be made at such time,
in such manner and in accordance with such rules as the committee shall
determine.

          4.2 DEDUCTION OR PAYMENT OF PARTICIPANT CONTRIBUTIONS. A participant's
contributions may be made by regular payroll deductions (in multiples of one
percent) or in any other way approved by the committee. Participant
contributions deducted by an employer will be paid to the trustee as soon as
practicable after the date the contributions are made.

          4.3 VARIATION, DISCONTINUANCE, RESUMPTION AND WITHDRAWAL OF
PARTICIPANT CONTRIBUTIONS. A participant may elect to change his contribution
rate (but not retroactively) within the limits specified above, to discontinue
making contributions or to resume making such contributions. As of the first day
of any plan year quarter, a participant may withdraw all or any portion of the
then net credit balance in his participant contribution account. Each election
by a participant under this subsection 4.3 shall be made at such time and in
such manner as the


                                      -21-

<PAGE>



committee shall determine, and shall be effective only in accordance with such
rules as may be established from time to time by the committee.

                                    SECTION 5
                                    ---------

                             PERIOD OF PARTICIPATION
                             -----------------------

          5.1 TERMINATION DATE. A participant's "termination date" will be the
date on which his employment with all of the employers is terminated because of
the first to occur of the following:

          (a)  NORMAL OR LATE RETIREMENT. The date of the
               participant's retirement on or after attaining age 65
               years (his "normal retirement age"). A participant's
               right to all account balances shall be nonforfeitable
               on and after his normal retirement age.

          (b)  EARLY RETIREMENT. The date of the participant's
               retirement on or after attaining age 55 years but
               before attaining age 65 years.

          (c)  DISABILITY RETIREMENT. The date the participant is
               retired from the employ of all of the employers at any
               age because of disability (physical or mental), as
               determined by a qualified physician selected by the
               committee. A participant will be considered disabled
               for purposes of this subparagraph if, on account of a
               disability, he is no longer capable of performing the
               duties assigned to him by his employer.

          (d)  DEATH. The date of the participant's death.

          (e)  RESIGNATION OR DISMISSAL. The date the participant
               resigns or is dismissed from the employ of all of the
               employers before he attains age 55 years and for a
               reason other than disability retirement.

If a participant is transferred from employment with an employer to employment
with a controlled group member, his termination date will not be considered to
have occurred until his


                                      -22-

<PAGE>



employment with all employers and controlled group members has terminated but
his participation in the plan will be restricted as provided in subsection 5.2.


          5.2 RESTRICTED PARTICIPATION. If (i) payment of all of a participant's
account balances is not made prior to the accounting date next following his
termination date, or (ii) a participant transfers to a controlled group member
which is not an employer, or (iii) a participant transfers to a group or class
of employees who are not eligible to participate in the plan pursuant to the
requirements of subparagraph 2.1(a) or (b), the participant or his beneficiary
will be treated as a participant for all purposes of the plan, except as
follows:

          (a)  The participant may not make income deferral
               contributions and will not share in employer
               contributions and forfeitures (as defined in subsection
               7.3) under Section 3 after his termination date, or
               during any period described in (i), (ii) or (iii)
               above, except as provided in subsection 6.5.

          (b)  The participant may not make contributions under
               Section 4 after his termination date or during any
               period described in (i), (ii), or (iii) above.

          (c)  The beneficiary of a deceased participant cannot
               designate a beneficiary under subsection 7.6.

If such participant subsequently again satisfies the requirements for
participation in the plan, he will become an active participant in the plan on
the date he satisfies the requirements of subparagraph 2.1 (a), (b) and (c) and
will be eligible to make income deferral contributions under subsection 3.2
effective with the first payment date (i.e., a date on which regular salary
payments are made to employees of the employer) coincident with or next
following the date that he satisfies the requirements of subsection 2.4.


                                      -23-

<PAGE>



                                    SECTION 6
                                    ---------

                                   ACCOUNTING
                                   ----------

          6.1 SEPARATE ACCOUNTS. The committee will maintain the following
accounts in the name of each participant:

          (a)  EMPLOYER CONTRIBUTION ACCOUNT. This account will
               reflect his share of employer contributions under
               subsection 3.1 and certain forfeitures arising under
               the plan, and the income, losses, appreciation and
               depreciation attributable thereto.

          (b)  INCOME DEFERRAL CONTRIBUTION ACCOUNT. If a participant
               elects to make income deferral contributions under
               subsection 3.2 of the plan, this account will reflect
               such contributions and the income, losses, appreciation
               and depreciation attributable thereto.

          (c)  MATCHED EMPLOYER CONTRIBUTION ACCOUNT. If a participant
               has elected to make income deferral contributions under
               the plan, this account will reflect the matching
               employer contributions made under subsection 3.4 of the
               plan and certain forfeitures arising under the plan,
               and the income, losses, appreciation and depreciation
               attributable thereto.

          (d)  PARTICIPANT CONTRIBUTION ACCOUNT. If a participant has
               elected to make voluntary participant contributions
               under subsection 4.1 of the plan, this account will
               reflect such participant contributions and the income,
               losses, appreciation and depreciation attributable
               thereto.

          (e)  PRIOR PLAN ACCOUNT. If a participant has amounts
               attributable to his participation in any prior plan
               transferred to this plan as provided in Section 8, this
               account will reflect such amounts and the income,
               losses, appreciation and depreciation attributable
               thereto.

The committee also may maintain such other accounts (including accounts
reflecting amounts invested in any particular investment fund) in the names of
participants or otherwise as it considers advisable. Unless the context
indicates otherwise, references in the plan to a participant's "accounts" means
all accounts maintained in his name under the plan.


                                      -24-

<PAGE>



          6.2 ACCOUNTING DATES. A "regular accounting date" is the last day of
each month. A "special accounting date" is any date designated as such by the
committee and a special accounting date occurring under subsection 11.4. The
term "accounting date" includes both a regular accounting date and a special
accounting date.

          6.3 EMPLOYER CONTRIBUTIONS CONSIDERED MADE ON LAST DAY OF PLAN YEAR.
For purposes of this Section 6, each employer's contributions for any plan year
under subsection 3.1 will be considered to have been made on the last day of
that year, regardless of when paid to the trustee.

          6.4 ADJUSTMENT OF PARTICIPANTS' ACCOUNTS. As of each accounting date,
the committee shall:

          (a)  FIRST, charge to the proper accounts all payments,
               distributions or withdrawals made since the last
               preceding accounting date that have not been charged
               previously;

          (b)  NEXT, adjust the credit balances in the accounts of all
               participants upward or downward, pro rata, according to
               the credit balances so that the total of the credit
               balances will equal the then adjusted net worth (as
               defined below) of the trust fund or any separate
               investment f und (as defined below) established for
               such accounts;

          (c)  NEXT, subject to the provisions of subsection 6.7,
               credit any income deferral contributions that are to be
               credited as of that date in accordance with subsection
               3.2;

          (d)  NEXT, credit matching employer contributions and
               forfeitures, if any, that are to be credited as of that
               date in accordance with subsection 3.4;

          (e)  NEXT, allocate and credit employer contributions and
               forfeitures, if any, that are to be allocated and
               credited as of that date in accordance with subsection
               6.5; and


                                      -25-

<PAGE>



          (f)  FINALLY, credit any participant contributions that are
               to be credited as of that date in accordance with
               subsection 4.2.

The "trust fund" as at any date will consist of all property of every kind then
held by the trustee. The "adjusted net worth" of the trust fund as at any date
means the then net worth of the trust fund as determined by the trustee, less an
amount equal to the sum of employer and participant contributions not yet
credited to the accounts of participants. The committee may establish one or
more investment funds for the investment of employer and participant
contributions under the plan and may adjust participant accounts in accordance
with the accounting provisions established under any such investment funds. The
investment funds established by the committee are described in subsection 6.8.
The term "investment fund" includes any trust account, group annuity contract,
separate account or other investment vehicle established under a contract with a
licensed insurance company or under a trust agreement with a trustee.

          6.5 ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES. Subject to
subsection 6.7, as of each regular accounting date occurring on the last day of
a plan year, each employer's total contribution under subsection 3.1 of the plan
for the plan year ending on that date, plus forfeitures (used to reduce an
employer's contribution as provided in subsection 3.1), if any, that are to be
allocated on that date in accordance with subsection 7.3, will be allocated and
credited to the employer contribution accounts of participants who were employed
by such employer during that plan year (excluding participants who resigned or
were dismissed from the employ of all of the employers during that year under
subparagraph 5.1(e)), pro rata, according to the adjusted compensation paid to
them, respectively, by such employer during that year.


                                      -26-

<PAGE>



          6.6 STATEMENT OF ACCOUNTS. Each participant will be furnished with a
statement reflecting the condition of his accounts in the trust fund as of the
last day of each plan year or more frequently, if so provided by the committee.
No participant, except one authorized by the committee, shall have the right to
inspect the records reflecting the accounts of any other participant.

          6.7 CONTRIBUTION LIMITATIONS. Notwithstanding any provisions in the
plan to the contrary, the following limitations shall apply to each participant
in the plan:

          (a)  If such participant is not an active participant in any
               other defined contribution or defined benefit plan (as
               defined in Section 415(k) of the Internal Revenue Code
               of 1986) maintained by an employer or a controlled
               group member which is not an employer, the maximum
               "annual additions" (as defined below) to such
               participant's accounts for any plan year shall not
               exceed the lesser of $30,000 (or, if greater, 1/4 of
               the dollar limitation in effect under Section
               415(b)(1)(A) of the Code for the calendar year which
               begins with or within that plan year) or 25 percent of
               the participant's compensation for the plan year. A
               participant's "annual additions" shall mean the sum of
               (i) employer contributions to be allocated and credited
               to his employer contribution account or matched
               employer contribution account for the year, (ii) any
               forfeitures to be allocated and credited to his
               employer contribution account for the year, (iii) any
               income deferral contributions credited to his income
               deferral contribution account for the year and (iv)
               participant contributions credited to his participant
               contribution account for such year. For purposes of
               this subparagraph, annual additions shall include
               excess aggregate contributions (as defined in Section
               401(m)(6)(B) of the Code) and excess income deferrals
               (as described in Section 402(g) of the Code),
               regardless of whether such amounts are distributed or
               forfeited. For purposes of this subsection,
               "compensation" means compensation as defined for
               purposes of Section 415 of the Internal Revenue Code.



                                      -27-

<PAGE>



          (b)  If such participant is an active participant in any
               other defined contribution plan maintained by an
               employer or a controlled group member which is not an
               employer, the maximum "annual additions" provided in
               subparagraph (a) above shall apply to this plan and all
               such other defined contribution plans as if all such
               plans were one plan.

          (c)  If such participant is an active participant in any
               other defined contribution plan maintained by an
               employer or a controlled group member which is not an
               employer, the limitation provided in subparagraph (a)
               or (b) above, whichever is applicable, shall apply,
               and, in addition, the following additional limitation
               shall be applicable. If such participant's "defined
               contribution fraction" (as described below) when added
               to his "defined benefit fraction", determined under
               such other defined benefit plan as of the end of each
               plan year, exceeds 1.0 as calculated under Section
               415(e) of the Code, the annual additions under this
               plan, the annual additions under such other defined
               contribution plan, or the annual benefit expected to be
               paid under the defined benefit plan shall be adjusted,
               in the sole discretion of the plan administrators under
               the plans, so that the defined contribution fraction
               when added to the defined benefit fraction will not
               exceed 1.0. A participant's defined contribution
               fraction as of the end of any plan year shall consist
               of a numerator which is the sum of the annual additions
               to such participant's accounts for all years, computed
               under subparagraph (a) or (b) above, whichever is
               applicable, and the denominator of which is the sum of
               the adjusted limitations for each year of such
               participant's service with the employers or controlled
               group members. For purposes of this subparagraph the
               "adjusted limitation" for a year shall mean the lesser
               of: (i) $30,000 (or, if greater, 1/4 of the dollar
               limitation in effect under Section 415 (b) (1) (A) of
               the Code for the calendar year which begins with or
               within that plan year) multiplied by 125 percent and,
               (ii) 25 percent of such participant's compensation for
               such year multiplied by 140 percent.



                                      -28-

<PAGE>



If, as a result of the limitations provided above, any participant contributions
cannot be credited to a participant's participant contribution account, the
committee, after consulting with the participant, may in its sole discretion:

          (a)  Reduce any future participant contributions to be made
               by the participant for such plan year.

          (b)  Return to the participant any participant contributions
               which, because of the limitations contained in this
               subsection, cannot be credited to his participant
               contribution account for the year, without interest or
               earnings.

Any employer contributions which cannot be credited to a participant's accounts
because of the foregoing limitations will be used to reduce employer
contributions for the next plan year (and succeeding plan years in order of
time).

          6.8 INVESTMENT FUNDS. Each participant may elect, subject to the
following provisions, to have a portion or all of his income deferral
contributions, matching employer contributions and participant contributions
(but not employer contributions made under subsection 3.1 or his employer
contribution account) invested in one or more investment funds established by
the committee. As at January 1, 1993, the following investment funds have been
established: (a) CONSERVATIVE EQUITY FUND. This fund will be primarily invested
in equity securities that are deemed to have 'defensive' characteristics, the
investment objective being a favorable rate of return paralleling the pattern of
the general stock market, but the variability of its results expected to be
lower than those of the general stock market.

          (b)  AGGRESSIVE EQUITY FUND. This fund will be primarily
               invested in equity securities that are deemed to have
               'aggressive' characteristics, the investment objective
               being a favorable rate of return paralleling the
               pattern of the general stock market, but the


                                      -29-

<PAGE>



               variability of its results expected to be greater than
               those of the general stock market.

          (c)  INTEREST ACCUMULATION INVESTMENT FUND. This fund will
               be invested with an insurance company under a group
               annuity contract or in an eligible pooled fund or funds
               consisting of such guaranteed investment contracts, or
               in a money market fund or funds, the investment
               objective being the preservation of principal and a
               favorable rate of interest on such principal.

          (d)  PARENT COMPANY STOCK FUND. This fund will be invested
               solely in the shares of common stock issued by Western
               Publishing Group, Inc., the parent of the company.

An election by a participant will be subject to the following requirements:

          (a)  each election made in accordance with this subsection
               must be in writing and filed with the committee at such
               time as the committee determines.

          (b)  Each election shall be effective on the first day of
               any plan year quarter (after all adjustments as of the
               next preceding accounting date have been made) for
               which a new election is effective. If no election is in
               effect with respect to a participant, such
               participant's income deferral contributions, matching
               employer contributions and participant contributions
               will be invested in the Interest Accumulation
               Investment Fund.

          (c)  Any election made in accordance with this subsection to
               have amounts invested in one or more investment funds
               shall be in increments of 10 percent of such
               participant's contributions or account balances.

          (d)  Effective as of the dates specified in subparagraph (b)
               above, a participant may elect to have a portion or all
               of the amounts credited to his income deferral
               contribution account, matching employer contribution
               account, participant contribution account or prior plan
               account (after all adjustments as of the next preceding
               accounting date have been made) transferred from one
               investment fund to another investment fund. Each such
               election shall be subject to the provisions of
               subparagraphs (a) and (c) above and no election to
               transfer from the Interest Accumulation Investment Fund
               to another investment fund shall be effective unless
               such


                                      -30-

<PAGE>



               transfer is permitted under the Interest Accumulation
               Investment Fund, without penalty.

          (e)  With respect to each participant who has an interest in
               the Parent Company Stock Fund (as defined in
               subparagraph 6.8(d) above), the trustee shall provide a
               copy of the notice and proxy statement for each meeting
               of the holders of common stock issued by Western
               Publishing Group, Inc., together with an appropriate
               form for the participant's use in instructing the
               trustee with respect to the voting of the shares of
               such stock that, at the record date for the
               determination of the shareholders entitled to such
               notice, and to vote at, such meeting, pre allocable to
               such participant under the Parent Company Stock Fund as
               of such date. If a participant furnishes timely
               instructions to the trustee, the trustee (in person or
               by proxy) shall vote the shares (including fractional
               shares) of the common stock of Western Publishing
               Group, Inc. allocable to such participant in the Parent
               Company Stock Fund in accordance with the directions of
               the participant. Shares of such stock allocable to
               participants in the Parent Company Stock Fund for which
               timely voting instructions are not received by the
               trustee shall be voted by the trustee as directed by
               the committee.

          (f)  Notwithstanding the foregoing, any elections by a
               participant who is an officer or director of Western
               Publishing Group, Inc. with respect to contributions to
               or withdrawals from, and elections to transfer amounts
               between the Parent Company Stock Fund and any other
               fund, may be limited in accordance with any regulations
               issued by the Securities and Exchange Commission under
               Section 16 of the Securities Exchange Act of 1934.



                                      -31-

<PAGE>



                                    SECTION 7
                                    ---------

                           PAYMENT OF ACCOUNT BALANCES
                           ---------------------------

          7.1 RETIREMENT OR DEATH. If a participant's employment with all of the
employers and controlled group members is terminated because of retirement under
subparagraph 5.1(a), (b) or (c), or if a participant dies while in the employ of
an employer, any income deferral contributions or participant contributions made
by him previously but not credited to his appropriate account will be returned
to him or, in the event of his death, to his beneficiary. The balances in all of
his accounts as at the accounting date coincident with or next following his
termination date (after all adjustments required under the plan as of that date
have been made) shall be nonforfeitable and shall be distributable to him or, in
the event of his death, to his beneficiary, under subsection 7.4.

          7.2 RESIGNATION OR DISMISSAL. If a participant who immediately prior
to November 1, 1984 was an active participant in the Western Pension Plan for
Salaried Employees and who became a participant in this plan on November 1, 1984
resigns or is dismissed from the employ of all of the employers before
retirement under subparagraph 5.1(a), (b) or (c), any income deferral
contributions or participant contributions made by him previously but not
credited to his appropriate account will be returned to him and the balances in
all of his accounts as at the accounting date coincident with or next following
his termination date (after all adjustments required under the plan as of that
date have been made) shall be nonforfeitable and shall be distributable to him
under subsection 7.4.


                                      -32-

<PAGE>



In the case of any other participant who resigns or is dismissed under
subparagraph 5.1(a), (b) or (c), any income deferral contributions or
participant contributions made by him previously but not credited to his
appropriate account will be returned to him and the balances in his income
deferral contribution account, participant contribution account and prior plan
account, if any, as at the accounting date coincident with or next following his
termination date (after all adjustments required under the plan as of that date
have been made) shall be nonforfeitable and shall be distributable to him under
subsection 7.4 along with the vested balances in his employer contribution
account and matched employer contribution account as at the accounting date
coincident with or next following his termination date (after all adjustments
required under the plan as of that date have been made) determined in accordance
with the following schedule:

                                            Vested Percentage of
     Years of continuous                employer contribution
     employment under                   and matched employer
     SUBSECTION 2.2                     CONTRIBUTION ACCOUNTS
     -------------------                -----------------------
     Less than 1                                 0
          1                                     25%
          2                                     50%
          3                                     75%
     4 or more                                 100%

          7.3 FORFEITURES. The amount by which a participant's employer
contribution account and matched employer contribution account are reduced under
subsection 7.2 shall be treated as a 'forfeiture' on the earlier of the date of
distribution of such participant's account balances or the date such participant
incurs five consecutive one-year breaks in employment. Prior to that date, such
accounts will continue to be


                                      -33-

<PAGE>



adjusted pursuant to the provisions of subparagraph 6.4(b). Forfeitures
attributable to a participant's employer contribution account will be used to
reduce the employer's contribution otherwise required under subsection 3.1 and
shall be allocated and credited to the employer contribution accounts of other
participants in accordance with subsection 6.5. Forfeitures attributable to a
participant's matched employer contribution account will be used to reduce the
employer's contribution otherwise required under subsection 3.4 and shall be
credited to the matched employer contribution accounts of other participants in
accordance with that subsection. If a participant is reemployed by an employer
or controlled group member before he incurs five consecutive one-year breaks in
employment, any forfeitures attributable to such participant shall be recredited
to such participant's appropriate account(s) on the accounting date coincident
with or next following the date of such participant's reemployment if the
participant repays the total amount of any previous distribution attributable to
his employer contribution account and matched employer contribution account
within five years of his date of reemployment. Such participant's accounts shall
be recredited from current unallocated forfeitures or, to the extent there are
insufficient unallocated forfeitures for this purpose, from supplemental
employer contributions necessary to restore such amount. The actual amount
restored to such participant's accounts shall be the amount of such forfeitures,
without investment adjustments.

          7.4 MANNER OF DISTRIBUTION. After each participant's termination date,
and subject to the conditions set forth below and in subsections 7.5 and 7.11,
distribution of the net credit balance in the participant's accounts will be
made to or for the benefit of


                                      -34-

<PAGE>



the participant or, in the case of his death, to or for the benefit of his
beneficiary, by one or both of the following methods:

          (a)  By purchase of an annuity subject to the following
               requirements:

               (i)  Except as otherwise provided in subparagraph (v)
                    below, if such participant has a spouse to whom he
                    is legally married as of the date payment of his
                    account balances is to commence as a result of his
                    termination of employment for a reason other than
                    death, the participant's account balances shall be
                    applied to purchase an annuity for him and such
                    annuity shall provide for payment of an annuity
                    for the life of the participant with a survivor
                    annuity payable for the life of his spouse which
                    is one-half of the annuity payable during the
                    joint lives of the participant and his spouse.

               (ii) Except as otherwise provided in subparagraph (v)
                    below, if such participant has a spouse to whom he
                    is legally married as of the date of his death, an
                    annuity providing payments for the life of the
                    spouse shall be purchased for the spouse with at
                    least 50 percent of the participant's account
                    balances unless such amount is less than $3,500,
                    in which case, such amount shall be distributed to
                    the spouse in a lump sum. Such spouse may elect in
                    writing to have any amounts payable to the spouse
                    paid in a lump sum.

               (iii) The portion of a participant's account balances,
                    if any, which is not paid to the participant's
                    spouse under subparagraph (ii) shall be paid to
                    such participant's designated beneficiary under
                    one or more of the methods described in
                    subparagraph (v) below; provided such
                    distributions commence within one year of the
                    participant's death.

               (iv) The premium paid to the insurance company for a
                    contract will be charged to the participant's
                    accounts when paid. The committee may direct the
                    trustee to cause the contract to be assigned or
                    delivered to the person or persons then entitled
                    to payments under it but, prior to assignment or
                    delivery of the contract, it shall be rendered
                    nontransferable and noncommutable.


                                 -35-

<PAGE>



               (v)  In the event a participant does not have a spouse
                    as of the date payment of his account balances is
                    to commence to him or upon his death, or such
                    participant elects, with the written consent of
                    his spouse (which consent acknowledges the effect
                    of such election and is witnessed by a plan
                    representative or notary public), not to receive
                    distribution in the form of an annuity described
                    in (i) or (ii) above, the committee, after
                    consulting with the participant, will direct the
                    trustee to distribute such participant's benefits
                    to him or, in the event of his death, to or for
                    the benefit of his designated beneficiary, by any
                    one or more of the following methods:

                    (1)  an annuity for life, with or without a refund
                         feature;

                    (2)  an annuity for life and a period certain,
                         which period certain may not exceed the joint
                         life expectancy of the participant and his
                         designated beneficiary;

                    (3)  an annuity for the joint life expectancy of
                         the participant and his designated
                         beneficiary;

                    (4)  with the written consent of the participant
                         and, where applicable, his spouse, a lump sum
                         under subparagraph (b) below.

               If such participant's designated beneficiary is not the
               participant's spouse and is more than 10 years younger
               than the participant, an annuity shall be paid over a
               period not exceeding the joint life expectancy of the
               participant and a designated beneficiary 10 years
               younger than the participant.

               (vi) Within a reasonable period of time prior to the
                    earliest date on which a married participant could
                    receive payment of benefits under the plan, the
                    committee will furnish him with a written
                    explanation of the terms and conditions of the
                    form of payment specified in subparagraph (a)(i)
                    above, and the financial effect of making an
                    election not to receive payment in such form. An
                    election not to receive payment in the form
                    specified in subparagraph (a)(i) shall be in
                    writing and signed by the participant and
                    consented to by his spouse and may be made or
                    revoked by the participant at any time during the
                    90-day period prior to


                                      -36-

<PAGE>



                         commencement of his benefits. Within the
                         three plan year period beginning (i) on the
                         first day of the plan year in which a
                         participant attains age 32 or (ii) if such
                         employee becomes a participant in the plan
                         after attaining age 32, with the plan year in
                         which such employee becomes a participant,
                         the committee will furnish him with a written
                         explanation of the terms and conditions of
                         the form of payment specified in subparagraph
                         (a)(ii) above and the financial effect of
                         making an election not to receive payment in
                         such form. An election not to receive payment
                         in the form specified in subparagraph (a)(ii)
                         may be made by a participant at any time on
                         or after the first day of the plan year in
                         which he attains age 35 years. Such election
                         shall be in writing and consented to by his
                         spouse and may be made or revoked by the
                         participant at any time prior to his death.

          (b)  Subject to the provisions of subparagraph (a), by
               payment in a lump sum.

Subject to the requirements of subparagraph (a) above, the participant may elect
the method of distributing his benefits to him and may direct how his benefits
are to be paid to his beneficiary. The committee shall select the method of
distributing the participant's benefits to his beneficiary if the participant
has not filed a direction with the committee. The trustee may make distributions
in cash or property, or partly in each, provided property is distributed at its
fair market value as of the date of distribution as determined by the trustee.
All distributions under the plan shall comply with the requirements of Section
401(a)(9) of the Code and the regulations thereunder.

          7.5 COMMENCEMENT OF DISTRIBUTIONS. Except as provided in the following
sentence, payment of a participant's benefits will be made within a reasonable
time after his termination date, but not later than 60 days after (a) the end of
the plan year in which his termination date occurs, or (b) such later date on
which the amount of the


                                      -37-

<PAGE>



payment can be ascertained by the committee. However, if a participant's
termination date occurs before he attains age 65 and if the aggregate
nonforfeitable balance in his accounts at his termination date or at the time of
any prior distribution exceeds $3,500, then payment of such benefits shall be
deferred to his attainment of age 65 (or, if elected by the participant, age
70-1/2) unless the participant (or, in the event of his death, his surviving
spouse) consents in writing to an immediate distribution. A (i) participant or
(ii) former participant who previously made an election to defer commencement of
his benefits whose nonforfeitable balance in his accounts as at his termination
date (after any required adjustments) was less than $3,500 will automatically
receive his distribution in a lump sum. A participant who previously made an
election to defer commencement of his benefits may elect, not more frequently
than once each plan year and in an amount not less than $1,000 in each such plan
year, to receive a distribution from his account(s) in a lump sum payment.

          7.6 DESIGNATION OF BENEFICIARY. Each participant from time to time, by
signing a form furnished by the committee, may designate any person or persons
(who may be designated concurrently, contingently or successively) to whom his
benefits are to be paid if he dies before he receives all of his benefits. A
beneficiary designation form will be effective only when the form is filed with
the committee while the participant is alive and will cancel all beneficiary
designation forms previously filed with the committee. If a deceased participant
failed to designate a beneficiary as provided above, or if the designated
beneficiary dies before the participant or before complete payment of


                                      -38-

<PAGE>



the participant's benefits, the committee, in its discretion, may direct the
trustee to pay the participant's benefits as follows:

          (a)  To or for the benefit of any one or more of his
               relatives by blood, adoption or marriage and in such
               proportions as the committee determines; or

          (b)  To the legal representative or representatives of the
               estate of the last to die of the participant and his
               designated beneficiary.

The term "designated beneficiary" as used in the plan means the person or
persons (including a trustee or other legal representative acting in a fiduciary
capacity) designated by a participant as his beneficiary in the last effective
beneficiary designation form filed with the committee under this subsection and
to whom a deceased participant's benefits are payable under the plan. The term
"beneficiary" as used in the plan means the natural or legal person or persons
to whom a deceased participant's benefits are payable under this subsection.

          7.7 MISSING PARTICIPANTS OR BENEFICIARIES. Each participant and each
designated beneficiary must file with the committee from time to time in writing
his post office address and each change of post office address. Any
communication, statement or notice addressed to a participant or beneficiary at
his last post office address filed with the committee, or if no address is filed
with the committee then, in the case of a participant, at his last post office
address as shown on the employer's records, will be binding on the participant
and his beneficiary for all purposes of the plan. Neither the employers nor the
committee will be required to search for or locate a participant or beneficiary.
If the committee notifies a participant or beneficiary that he is entitled to a


                                      -39-

<PAGE>



payment and also notifies him of the provisions of this subsection, and the
participant or beneficiary fails to claim his benefits or make his whereabouts
known to the committee within three years after the notification, the benefits
of the participant or beneficiary will be disposed of, to the extent permitted
by applicable law, as follows:

          (a)  If the whereabouts of the participant then is unknown
               to the committee but the whereabouts of the
               participant's designated beneficiary then is known to
               the committee, payment will be made to the designated
               beneficiary;

          (b)  If the whereabouts of the participant and the
               participant's designated beneficiary then is unknown to
               the committee but the whereabouts of one or more
               relatives by blood, adoption or marriage of the
               participant is known to the committee, the committee
               may direct the trustee to pay the participant's
               benefits to one or more of such relatives and in such
               proportions as the committee decides; or

          (c)  If the whereabouts of such relatives and the
               participant's designated beneficiary then is unknown to
               the committee, the benefits of such participant or
               beneficiary will be disposed of in an equitable manner
               permitted by law under rules adopted by the committee.

          7.8 FACILITY OF PAYMENT. When a person entitled to benefits under the
plan is under legal disability, or in the committee's opinion, is in any way
incapacitated so as to be unable to manage his financial affairs, the committee
may direct the trustee to pay the benefits to such person's legal
representative, or to a relative or friend of such person for such person's
benefits, or the committee may direct the application of such benefits for the
benefit of such person. Any payment made in accordance with the preceding
sentence shall be a full and complete discharge of any liability for such
payment under the plan.


                                      -40-

<PAGE>



          7.9 LOANS TO PARTICIPANTS. While it is the primary purpose of the plan
to accumulate funds for participants when they retire, it is recognized that
under some circumstances it is in the best interests of participants to permit
loans to be made to them while they continue in the active service of the
employers. Accordingly, the committee, pursuant to such rules as it may from
time to time establish, and upon written application by a participant supported
by such evidence as the committee may request, may direct the trustee to make a
loan to a participant subject to the following: (a) Subject to the provisions of
this subsection, each participant may borrow from his accounts (other than his
employer contribution account and matched employer contribution account) for
general purposes or for residential purposes by filing a written application
with the committee requesting such loan. The minimum amount which can be
borrowed for any loan will be $1,000. All loans shall be made on a pro rata
basis from a participant's income deferral contribution account, participant
contribution account and prior plan account and no more than two loans may be
outstanding at any time.

          (b)  The principal amount of any loan made to a participant,
               when added to the outstanding balance of all other
               loans made to the participant from all qualified plans
               maintained by the employers, shall not exceed the least
               of: (i) $50,000, reduced by the excess (if any) of the
               highest outstanding balance during the one-year period
               ending immediately preceding the date of the loan, over
               the outstanding balance of all such loans from all such
               plans on the date of such loan; (ii) 50 percent of the
               participant's vested account balances under the plan;
               and (iii) the sum of a participant's income deferral
               contribution account, participant contribution account
               and prior plan account (excluding any amounts in such
               account attributable to the Western IRA Plan).

          (c)  Each loan must be evidenced by a written note in a form
               approved by the committee, shall require substantially
               level amortization payments (with payments at least
               quarterly), shall be repaid by regular payroll
               deduction and shall be secured by the participant's
               account balances. Each loan shall bear interest at the
               rate established by the committee and be commensurate
               with rates


                                      -41-

<PAGE>



               charged by commercial lenders on similar loans. Any
               loan to a married participant must be consented to in
               writing by the participant's spouse. Such spousal
               consent shall be obtained no earlier than the beginning
               of the ninety-day period ending on the date of the
               loan, must acknowledge the effect of the loan and must
               be witnessed by a plan representative or notary public.
               Such consent shall be binding with respect to the
               consenting spouse or any subsequent spouse with respect
               to that loan unless such loan is renegotiated,
               extended, reserved or otherwise revised.

          (d)  Each loan shall specify a repayment period which shall
               not be less than 12 months nor more than 60 months for
               general purposes and not less than 120 months nor more
               than 240 months for residential loans used to acquire,
               construct, reconstruct or substantially rehabilitate
               any dwelling unit which within a reasonable time is to
               be used (determined at the time the loan is made) as a
               principal residence of the participant. No repayment
               period shall extend beyond a participant's normal
               retirement date. Amounts repaid by the participant will
               be recredited to the participant's accounts in the same
               ratio as the loan is made from such accounts.

          (e)  If, on a participant's termination date (other than a
               termination date described in paragraph 5.1(c)), any
               loan or portion of a loan made to him under the plan,
               together with the accrued interest thereon, remains
               unpaid, the entire amount of the unpaid loan and
               accrued interest shall be due and payable by the
               participant; provided that, if such amount is not
               repaid by the end of the calendar month beginning after
               his termination date, an amount equal to the
               outstanding balance of the loan, together with the
               accrued interest thereon, shall be charged to the
               participant's accounts after all other adjustments
               required under the plan, but before any distribution
               pursuant to subsection 7.4. A participant who has a
               termination date under subparagraph 5.1(c) need not
               repay the entire amount of the loan by the end of the
               calendar month beginning after his termination date,
               but if payments are in default at the end of any
               calendar month, such loan shall be charged against the
               participant's accounts as provided in the preceding
               sentence.

          (f)  In determining the adjusted net worth of the trust fund
               as of each accounting date, the committee shall
               disregard any promissory notes held by the trustee
               evidencing loans made to participants, together with
               any interest and principal payments on such loans
               received by the trustee since the preceding accounting
               date. For purposes of adjusting participants' accounts
               under subsection 6.3,


                                      -42-

<PAGE>



               the committee shall exclude from the credit balance of
               a participant's accounts the unpaid amount of any loan
               made to him (disregarding any principal payments made
               since the last preceding accounting date). Interest
               paid by a participant on a loan made to him under this
               subsection 7.9 shall be credited to the accounts of the
               participant as of the accounting date which ends the
               accounting period during which such interest payment
               was made, after all adjustments required under the plan
               as of the date have been made.

          (g)  Notwithstanding any provision to the contrary, the
               participant's ability to withdraw amounts from his
               participant contribution account under subsection 4.3
               and from his prior plan account under subsection 8.3
               shall be restricted to the extent that the outstanding
               principal and interest due on a loan equals or exceeds
               50% of his vested account balances.

          7.10 LATEST DATE FOR DISTRIBUTION. Notwithstanding any provision of
the plan to the contrary, payment of benefits to a participant shall be made (or
commence) no later than the April 1 of the calendar year following the calendar
year in which the participant has attained age 70-1/2.

          7.11 DIRECT TRANSFER OF ELIGIBLE ROLLOVER DISTRIBUTIONS. Effective
January 1, 1993, if payment of benefits to a participant, a participant's
surviving spouse, or the spouse or former spouse of the participant who is an
alternate payee under a qualified domestic relations order (as defined in
Section 414(p) of the Code) constitutes an 'eligible rollover distribution'
under Section 402 (c) (4) of the Code, then the participant or the participant's
spouse (or former spouse) may elect to have such distribution paid directly to
an eligible retirement plan described in Section 402 (c) (8) (B) of the Code
(except that in the case of an eligible rollover distribution to a participant's
surviving spouse on the death of a participant, the definition of an eligible
retirement plan is limited to an individual retirement account or individual
retirement


                                      -43-

<PAGE>



annuity). Each election by a participant under this subsection shall be made at
such time and in such manner as the committee shall determine and shall be
effective only in accordance with such rules as shall be established from time
to time by the committee. Any election by a participant under this subsection
will be subject to the requirements of subparagraph 7.4(a)(v) of the plan.

          7.12 WITHDRAWAL OF INCOME DEFERRAL CONTRIBUTIONS. With the consent of
the committee, a participant may elect to withdraw any income deferral
contributions made by such participant because of a "hardship" (as defined
below) causing an immediate and heavy financial need on the participant. For
purposes of this subsection a hardship shall include:

          (a)  Medical expenses incurred (or not yet incurred but
               necessary to obtain such medical care) by the
               participant, the participant's spouse or the
               participant's dependents (as defined in Section 152 of
               the Internal Revenue Code) which are not reimbursed by
               insurance or otherwise;

          (b)  Purchase of a principal residence for the participant,
               excluding mortgage payments;

          (c)  Payment of tuition and related educational fees for the
               next twelve months of post-secondary education for the
               participant or the participant's spouse, children or
               dependents;

          (d)  The need to prevent the eviction of the participant
               from his principal residence or foreclosure under the
               mortgage on the participant's principal residence;

          (e)  Casualty losses or catastrophes such as flooding,
               hurricanes or tornadoes; or

          (f)  Any other hardship which in the opinion of the
               committee creates an immediate and heavy financial need
               on the participant.


                                      -44-

<PAGE>



A withdrawal will be considered necessary to satisfy an immediate and heavy
financial need only if the participant represents in writing to the committee
that the need cannot reasonably be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the employee's
assets and the assets of the employee's spouse and minor children that are
reasonably available to the employee, (iii) from other available distributions
and loans under this plan or any other qualified retirement plan maintained by
the employers or by borrowing from commercial sources on reasonable commercial
terms in amounts sufficient to satisfy the need; or (iv) the cessation of income
deferral contributions or voluntary contributions to the plan. Each such
election shall be in writing, shall be filed with the committee at such time and
in such manner as the committee shall determine and shall be effective in
accordance with such rules as the committee may establish from time to time. Any
withdrawal by a married participant must be consented to in writing by the
participant's spouse, must acknowledge the effect of the withdrawal and must be
witnessed by a plan representative or notary public.




                                      -45-

<PAGE>



                                    SECTION 8
                                    ---------

                               PRIOR PLAN ACCOUNTS
                               -------------------


          8.1 TRANSFER OF PRIOR PLAN BALANCES. Each participant in the plan who
prior to November 1, 1984 was covered by the Western Publishing Company
Employees' Savings and Security Plan ("savings and security plan") and/or
Western Profit Sharing Trust Plan has had his account balance(s) under such
plan(s) transferred in a lump sum to this plan. In addition, each participant
previously covered by the Western Pension Plan for Salaried Employees who was
not eligible to receive an annuity under such plan had the option of having the
present value of his accrued benefit determined under such plan transferred to
this plan in a lump sum. The balances attributable to each such participant's
participation in such plans (a "prior plan") will be subject to the provisions
of this Section.

          8.2 PRIOR PLAN ACCOUNTS. All such amounts which are transferred to
this plan from a prior plan will be held in a separate prior plan account
established for the participant which will be fully vested and nonforfeitable at
all times. Such prior plan account will be adjusted from time to time in
accordance with the provisions of section 6 and, except as otherwise provided in
subsection 8.3, will be distributed in accordance with the provisions of Section
7. Appropriate subaccounts will be maintained reflecting each participant's
interest in a prior plan.

          8.3 WITHDRAWALS FROM PRIOR PLAN ACCOUNTS. No withdrawals of any
portion of a participant's prior plan account will be permitted prior to
distribution in


                                      -46-

<PAGE>



accordance with Section 7 of the plan unless such amounts are attributable to
such participant's participation in the Savings and Security plan or unless such
amounts are attributable to "rollover" amounts as described in subsection 8.4.

          8.4 OTHER TRANSFERRED AMOUNTS AND ROLLOVERS. Subject to such rules and
requirements as the committee may establish, a participant may direct the
trustee to receive a "rollover" amount either in the form of a direct rollover
(as defined in Section 401 (a) (31) of the Code) or an indirect rollover as
defined in Section 402(c)(5) or Section 408(d)(3) of the Code attributable to
such participant's participation in any other qualified pension or profit
sharing plan under Section 401(a) of the Code. Any such rollover amount shall be
credited to a prior plan account and will be subject to the provisions of
subsection 8.2. At the direction of a participant and with the consent of the
committee, the trustee, under this plan, may receive assets held for a
participant under any other plan pursuant to a trust-to-trust transfer between
such qualified pension or profit sharing plan and this plan. Any such
transferred amounts will be credited to a prior plan account and shall be
subject to the provisions of subsection 8.2.




                                      -47-

<PAGE>



                                    SECTION 9
                                    ---------

                                  THE COMMITTEE
                                  -------------


          9.1 MEMBERSHIP. A committee consisting of three or more persons (who
may but need not be employees of the employers) shall be appointed by the
company. The Secretary of the company shall certify to the trustee from time to
time the appointment to (and termination of ) office of each member of the
committee and the person who is selected as secretary of the committee.

          9.2 COMMITTEE'S GENERAL POWERS, RIGHTS AND DUTIES. Except as otherwise
specifically provided and in addition to the powers, rights and duties
specifically given to the committee elsewhere in the plan and the trust
agreement, the committee shall have the following powers, rights and duties: (a)
To select a secretary, if it believes it advisable, who may but need not be a
committee member.

          (b)  To determine all questions arising under the plan,
               including the power to determine the rights or
               eligibility of employees or participants and any other
               persons to benefits under the plan, and the amount of
               their benefits under the plan, and to remedy
               ambiguities, inconsistencies or omissions.

          (c)  To adopt such rules of procedures and regulations as in
               its opinion may be necessary for the proper and
               efficient administration of the plan and as are
               consistent with the plan and trust agreement.

          (d)  To enforce the plan in accordance with the terms of the
               plan and the trust agreement and the rules and
               regulations adopted by the committee.



                                      -48-

<PAGE>



          (e)  To direct the trustee as respects payments or
               distributions from the trust fund in accordance with
               the provisions of the plan.

          (f)  To furnish the employers with such information as may
               be required by them for tax or other purposes in
               connection with the plan.

          (g)  To employ agents, attorneys, accountants or other
               persons (who also may be employed by the employers) and
               to allocate or delegate to them such powers, rights and
               duties as the committee may consider necessary or
               advisable to properly carry out administration of the
               plan, provided that such allocation or delegation and
               the acceptance thereof by such agents, attorneys,
               accountants or other persons, shall be in writing.

          9.3 MANNER OF ACTION. During a period in which two or more committee
members are acting, the following provisions apply where the context admits:

          (a)  A committee member by writing may delegate any or all
               of his rights, powers, duties and discretions to any
               other member, with the consent of the latter.

          (b)  The committee members may act by meeting or by writing
               signed without meeting, and may sign any document by
               signing one document or concurrent documents.

          (c)  An action or a decision of a majority of the members of
               the committee as to a matter shall be as effective as
               if taken or made by all members of the committee.

          (d)  If, because of the number qualified to act, there is an
               even division of opinion among the committee members as
               to a matter, a disinterested party selected by the
               committee shall decide the matter and his decision
               shall control.

          (e)  Except as otherwise provided by law, no member of the
               committee shall be liable or responsible for an act or
               omission of the other committee members in which the
               former has not concurred.




                                      -49-

<PAGE>



          (f)  The certificate of the secretary of the committee or of
               a majority of the committee members that the committee
               has taken or authorized any action shall be conclusive
               in favor of any person relying on the certificate.

          9.4 INTERESTED COMMITTEE MEMBER. If a member of the committee is also
a participant in the plan, he may not decide or determine any matter or question
concerning distributions of any kind to be made to him or the nature or mode of
settlement of his benefits unless such decision or determination could be made
by him under the plan if he were not serving on the committee.

          9.5 RESIGNATION OR REMOVAL OF COMMITTEE MEMBERS. A member of the
committee may be removed by the company at any time by 10 days' prior written
notice to him and the other members of the committee. A member of the committee
may resign at any time by giving 10 days' prior written notice to the company
and the other members of the committee. The company may fill any vacancy in the
membership of the committee; provided, however, that if a vacancy reduces the
membership of the committee to less than three, such vacancy shall be filled as
soon as practicable. The company shall give prompt written notice thereof to the
other members of the committee. Until any such vacancy is filled, the remaining
members may exercise all of the powers, rights and duties conferred on the
committee.

          9.6 COMMITTEE EXPENSES. All costs, charges and expenses reasonably
incurred by the committee will be paid by the employers in such proportions as
the company may direct. No compensation will be paid to a committee member as
such.


                                      -50-

<PAGE>



          9.7 INFORMATION REQUIRED BY COMMITTEE. Each person entitled to
benefits under the plan shall furnish the committee with such documents,
evidence, data or information as the committee considers necessary or desirable
for the purpose of administering the plan. The employers shall furnish the
committee with such data and information as the committee may deem necessary or
desirable in order to administer the plan. The records of the employers as to an
employee's or participant's period of employment, termination of employment and
the reason therefor, leave of absence, reemployment, compensation and adjusted
compensation will be conclusive on all persons unless determined to the
committee's satisfaction to be incorrect.

          9.8 UNIFORM RULES. The committee shall administer the plan on a
reasonable and nondiscriminatory basis and shall apply uniform rules to all
persons similarly situated.

          9.9 REVIEW OF BENEFIT DETERMINATIONS. The committee will provide
notice in writing to any participant or beneficiary whose claim for benefits
under the plan is denied and the committee shall afford such participant or
beneficiary a full and fair review of its decision if so requested.

          9.10 COMMITTEE'S DECISION FINAL. Subject to applicable law, any
interpretation of the provisions of the plan and any decisions on any matter
within the discretion of the committee made in good faith shall be binding on
all persons. A misstatement or other mistake of fact shall be corrected when it
becomes known and the


                                      -51-

<PAGE>



committee shall make such adjustment on account thereof as it considers
equitable and practicable.




                                      -52-

<PAGE>



                                   SECTION 10
                                   ----------

                               GENERAL PROVISIONS
                               ------------------


          10.1 ADDITIONAL EMPLOYERS. Any United States subsidiary of the company
may adopt the plan and become a party to the trust agreement by:

          (a)  Filing with the company, the committee and the trustee
               a written instrument to that effect; and

          (b)  Filing with the committee and the trustee a certified
               copy of a resolution of the company's Board of
               Directors consenting to such action.

          10.2 ACTION BY EMPLOYERS. Any action required or permitted to be taken
by an employer under the plan shall be by resolution of its Board of Directors,
by resolution of a duly authorized committee of its Board of Directors, or by a
person or persons authorized by resolution of its Board of Directors or such
committee.

          10.3 WAIVER OF NOTICE. Any notice required under the plan may be
waived by the person entitled to such notice.

          10.4 CONTROLLING LAW. Except to the extent superseded by laws of the
United States, the laws of Wisconsin shall be controlling in all matters
relating to the plan.

          10.5 EMPLOYMENT RIGHTS. The plan does not constitute a contract of
employment, and participation in the plan will not give any employee the right
to be retained in the employ of an employer, nor any right or claim to any
benefit under the plan, unless such right or claim has specifically accrued
under the terms of the plan.


                                      -53-

<PAGE>



          10.6 LITIGATION BY PARTICIPANTS. If a legal action begun against the
trustee, an employer or the committee or any member thereof by or on behalf of
any person results adversely to that person, or if a legal action arises because
of conflicting claims to a participant's or other person's benefits, the cost to
the trustee, the employers or the committee or any member thereof of defending
the action will be charged to the extent permitted by law to the sums, if any,
which were involved in the action or were payable to the person concerned.

          10.7 INTERESTS NOT TRANSFERABLE. The interests of persons entitled to
benefits under the plan are not subject to their debts or other obligations and,
except as may be required by the tax withholding provisions of the Internal
Revenue Code or any state's income tax act or pursuant to any qualified domestic
relations order as defined in Section 414(p) of the Code, may not be voluntarily
or involuntarily sold, transferred, alienated, assigned or encumbered, except as
otherwise provided in Section 401(a) (13) of the Code. Notwithstanding any other
provisions of the plan, the committee may direct the trustee to distribute
benefits to an alternate payee on the earliest date specified in a qualified
domestic relations order, without regard to whether such distribution is made or
commences prior to the participant's earliest retirement age (as defined in
Section 414 (p) (4) (B) of the Code) or the earliest date that the participant
could commence receiving benefits under the plan.

          10.8 ABSENCE OF GUARANTY. Neither the committee nor the employers in
any way guarantee the trust fund from loss or depreciation. The liability of the
trustee or


                                      -54-

<PAGE>



the committee to make any payment under the plan will be limited to the assets
held by the trustee which are available for that purpose.

          10.9 EVIDENCE. Evidence required of anyone under the plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.




                                      -55-

<PAGE>



                                   SECTION 11
                                   ----------

                            AMENDMENT AND TERMINATION
                            -------------------------

          11.1 AMENDMENT. While the employers expect and intend to continue the
plan, the company reserves the right to amend the plan from time to time, except
as follows:

          (a)  The duties and liabilities of the committee cannot be
               changed substantially without its consent;

          (b)  No amendment shall reduce the accrued benefit (as
               defined in Section 411(d)(6) of the Code) the
               participant would be entitled to receive if he had
               resigned from the employ of all the employers on the
               date of the amendment; and

          (c)  Except as provided in subsection 3.8, under no
               condition shall an amendment result in the return or
               repayment to any employer of any part of the trust fund
               or the income from it or result in the distribution of
               the trust fund for the benefit of anyone other than
               persons entitled to benefits under the plan.


          11.2 TERMINATION. The plan will terminate as to all employers (i) on
any date specified by the company if thirty days' advance written notice of the
termination is given to the committee, the trustee and the other employers or
(ii) on the date that contributions by all employers are completely discontinued
under the plan. A partial termination of the plan may occur as to an individual
employer or as to a group or class of employees on any date so specified by the
company or as required by law.

          11.3 REORGANIZATIONS. No plan termination will occur solely as a
result of the judicially declared bankruptcy or insolvency of an employer, or
the dissolution,


                                      -56-

<PAGE>



merger, consolidation or reorganization of an employer, or the sale by that
employer of all or substantially all of its assets or the termination or
complete discontinuance of contributions by any one employer. However,
arrangements may be made with the consent of the company whereby the plan will
be continued by any successor to that employer or any purchaser of all or
substantially all of its assets, in which case the successor or purchaser will
be substituted for that employer under the plan and the trust agreement;
provided that, if an employer is merged, dissolved, or in any other way
organized into, or consolidated with, any other employer, the plan as applied to
the former employer will automatically continue in effect without a termination
thereof.

          11.4 VESTING AND DISTRIBUTION ON TERMINATION. On termination or
partial termination of the plan, the date of termination will be a "special
accounting date" and, after all adjustments then required have been made, each
affected participant's benefits will be nonforfeitable. If, on termination of
the plan, the participant remains an employee of an employer, the amount of his
benefits shall be retained in the trust fund until his termination of employment
with all of the employers and then shall be paid to him in accordance with the
provisions of subsection 7.4. In the event that the participant's employment
with all of the employers is terminated coincident with the termination of the
plan, his benefits shall be paid to him in a lump sum, subject to the provisions
of subsection 7.4.

          11.5 NOTICE OF AMENDMENT OR TERMINATION. Participants will be notified
of an amendment or termination of the plan within a reasonable time.


                                      -57-

<PAGE>



          11.6 PLAN MERGER, CONSOLIDATION, ETC. In the case of any merger or
consolidation of this plan with, or the transfer of assets or liabilities of
this plan to, any other plan, each participant's benefits if such plan
terminated immediately after such merger, consolidation or transfer shall be
equal to or greater than the benefits he would have been entitled to receive if
this plan had terminated immediately before the merger, consolidation or
transfer.


                                      -58-

<PAGE>



                                   SECTION 12
                                   ----------

                                 TOP-HEAVY RULES
                                 ---------------

          12.1 PURPOSE AND EFFECT. The purpose of this Section is to comply with
the requirements of Section 416 of the Code. Except for subsection 12.6, the
provisions of this Section shall be effective for each plan year beginning with
the plan year ending December 31, 1985 in which the plan is a "top-heavy plan"
within the meaning of Section 416(g) of the Code.

          12.2 TOP-HEAVY PLAN. In general, the plan will be top-heavy plan for
any plan year if, as of the last day of the preceding plan year (the
"determination date"), the sum of the amounts in (a), (b) and (c) below for key
employees (defined below and in Section 416(i) (1) of the Code) exceeds 60
percent of the sum of such amounts for all employees who are covered by a
defined contribution plan or defined benefit plan which is aggregated in
accordance with subsection 12.4 below: (a) The aggregate account balances of
participants under this plan.

          (b)  The aggregate account balances or participants under
               any other defined contribution plan included in
               subsection 12.4.

          (c)  The present value of cumulative accrued benefits of
               participants calculated under any defined benefit plan
               included in subsection 12.4.

In determining the account balances of participants under this plan (i) such
participant's account balances shall be increased by the aggregate
distributions, if any, made with respect to the participant during the 5-year
period ending on the determination date,


                                      -59-

<PAGE>



(ii) the account balances of a participant who was previously a key employee,
but who is no longer a key employee, shall be disregarded, (iii) the accounts of
a beneficiary of a participant shall be considered accounts of the participant
and (iv) the account balances of a participant who has not performed any
services for an employer during the 5-year period ending on the determination
date shall be disregarded.

          12.3 KEY EMPLOYEE. In general, a "key employee" is an employee who, at
any time during the plan year ending on the determination date or during any of
the four preceding plan years, is: (a) an officer of employer or a controlled
group member whose compensation (as defined in subparagraph 6.7(a)) exceeds
fifty percent (50%) of the dollar limitation specified in Section 415(b)(1)(A)
of the Code for a plan year (including only the greater of three or ten percent
of the total employees of the employer and controlled group members but not
exceeding 50);

          (b)  one of the ten employees owning the largest interests
               in an employer and all other controlled group members
               whose compensation (as defined in subparagraph 6.7(a))
               exceeds the dollar limitation specified in subparagraph
               6.7(a);

          (c)  a 5 percent owner of an employer or controlled group
               member; or

          (d)  a 1 percent owner of an employer or controlled group
               member receiving annual compensation from the employer
               and all other controlled group members of more than
               $150,000.

A "key employee" for purposes of any other plan included in subsection 12.4
means a key employee as determined in accordance with such plan.


                                      -60-

<PAGE>



          12.4 AGGREGATED PLANS. Each other defined contribution plan and
defined benefit plan maintained by an employer or controlled group member which
covers a "key employee" as a participant or which is maintained by such employer
or controlled group member in order for a plan covering a key employee to be
qualified shall be aggregated in determining whether this plan is top-heavy. In
addition, any other defined contribution or defined benefit plan of an employer
or controlled group member may be included if all such plans which are included
when aggregated will not discriminate in favor of officers, shareholders or
highly compensated employees.

          12.5 MAXIMUM EARNINGS. For any plan year in which the plan is a
top-heavy plan, a participant's adjusted compensation in excess of $200,000 (or
such greater amount as may be determined by the Commissioner of Internal Revenue
for that plan year) shall be disregarded for purposes of subsections 3.4 and 6.5
of the plan.

          12.6 NO DUPLICATION OF BENEFITS. If a participant is covered by
another plan maintained by an employer or controlled group member, appropriate
modification may be made in the plan in accordance with regulations issued by
the Internal Revenue Service to prevent inappropriate duplication of minimum
contributions or benefits under Section 416 of the Code.

          12.7 ADJUSTMENT OF COMBINED BENEFIT LIMITATIONS. For any plan year in
which the plan is a top-heavy plan, the determination of the defined
contribution plan fraction and defined benefit plan fraction under subsection
6.7 of the plan shall be adjusted in accordance with the provisions of Section
416 (h) of the Code.


                                      -61-

<PAGE>



                                  SUPPLEMENT A
                                  ------------
                                       TO
                                       --
                       GOLDEN COMPREHENSIVE SECURITY PLAN
                       ----------------------------------

          A-1. PURPOSE. The purpose of this Supplement A is to provide for the
administration of accounts transferred to this plan effective as of March 31,
1987 from the Western Publishing Company Inc. Employees' IRA Plan (the "IRA
plan").

          A-2. EFFECTIVE DATE. The effective date of this Supplement is March
31, 1987 (the "transfer date").

          A-3. ELIGIBILITY. Any employee who was a participant in this plan and
in the IRA plan immediately prior to the transfer date and whose account balance
in the IRA plan is transferred to this plan shall be eligible to participate in
this Supplement and shall be known as a "Supplement A participant."

          A-4. SUPPLEMENT A PARTICIPANTS' ACCOUNTS.

               (a)  The committee shall maintain, for each Supplement
                    A participant, an account reflecting the amount
                    transferred to this Supplement on his behalf from
                    the IRA plan and the income, losses, appreciation
                    and depreciation attributable thereto, (an "IRA
                    account"). Each IRA account shall be invested in
                    the same guaranteed interest fund ("Interest Fund
                    II") in which it was invested immediately prior to
                    the transfer date.

               (b)  The committee shall adjust the IRA accounts of
                    Supplement A participants in accordance with the
                    provisions of Section 6 of the plan. Any cash
                    amounts received by the trustee with respect to
                    Interest Fund II (and credited to a Supplement A
                    participant's IRA account under the provisions of
                    this subsection) will be reinvested, to the extent
                    possible, in the same Fund, unless such cash
                    amounts are to be held pending distribution to or
                    on account of the participant.

               (c)  A Supplement A participant's IRA account will be
                    fully vested in the Supplement A participant at
                    all times.


                                       A-1


<PAGE>



               (d)  A Supplement A participant's IRA account will not
                    be considered an account for purposes of
                    subsection 7.9 of this plan.

          A-5. WITHDRAWAL OF SUPPLEMENT A CONTRIBUTIONS. A Supplement A
participant may elect to withdraw all or part of his IRA account no more than
once per calendar month, subject to the following conditions and limitations:

               (a)  The amount available for any such distribution
                    from the Interest Fund II will be based on the
                    value of the Supplement A participant's IRA
                    account in the Fund as determined as of the end of
                    the month next preceding the date the distribution
                    is to be made.

               (b)  The amount withdrawn from a Supplement A
                    participant's IRA account shall be paid in cash.
                    If a participant elects to withdraw less than $250
                    from his IRA participant's account, the entire
                    balance in his IRA account, will be distributed to
                    him in cash.

               (c)  Each election under this subsection shall be filed
                    with the committee at such time and in such manner
                    as specified by the committee.

          A-6. DISTRIBUTION. A Supplement A participant shall be entitled to
receive the balance in his IRA account after his termination date, in the manner
described in Section 7 of the plan.

          A-7. USE OF TERMS. Notwithstanding Section 8 of the plan, all terms
and provisions of the plan shall apply to this Supplement A, except that where
the terms and provisions of the plan and this Supplement conflict, the terms and
provisions of this Supplement shall control.



                                       A-2


<PAGE>



                                  SUPPLEMENT A
                                  ------------

                             DATAPAGE PARTICIPATION
                             ----------------------


               A-1  DATAPAGE SALE. On or about September 29, 1989,
                    assets of the plan attributable to the account
                    balances of participants employed in the Datapage
                    Division of the company were transferred to a new
                    qualified retirement plan established for such
                    Datapage Division participants and known as the
                    Datapage Profit Sharing Plan. Subsequently, as a
                    result of the sale of the assets of such Division
                    by the company to Datapage Technologies
                    International, Inc. ("DTI"), such employees were
                    terminated and became employees of DTI.

               A-2  PARTICIPATION IN 1989 ALLOCATION. Notwithstanding
                    the provisions of subsection 6.5 of the plan, each
                    participant in the plan during the 1989 plan year
                    who was employed ion the Datapage Division and
                    transferred to employment with Datapage
                    Technologies International, Inc. on September 29,
                    1989, shall be eligible to share in the allocation
                    of employer contributions and forfeitures, if any,
                    to be allocated and credited under subsection 6.5
                    for the 1989 plan year.

               A-3  TRANSFER OF ALLOCATED EMPLOYER CONTRIBUTIONS AND
                    FORFEITURES. Any amounts allocated and credited to
                    the ----------- accounts of participants described
                    in paragraph A-2 above will be transferred to the
                    accounts established for the benefit of such
                    participants under the Datapage Profit Sharing
                    Plan as soon as practicable after such allocations
                    are determined and held for the benefit of such
                    participants under the Datapage Profit Sharing
                    Plan.

               A-4  EFFECTIVE DATE. The effective date of this
                    Supplement A is October 1, 1989.





                                       A-3



<PAGE>



                                  SUPPLEMENT B
                                  ------------
                                       TO
                                       --
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
                      -------------------------------------


          B-1. PURPOSE. The purpose of this Supplement B is to provide for the
administration of accounts transferred to this plan effective March 15, 1993, as
a result of the merger of the Sight & Sound, Inc. 401(k) Profit Sharing Plan
("S&S plan") and the requirements of Section 401(k) (10) of the Code.

          B-2. EFFECTIVE DATE. The effective date of this Supplement is March
15, 1993 (the "transfer date").

          B-3. S&S PLAN PARTICIPANTS. Each former participant in the S&S plan
who has become a participant in this plan shall participate in this Supplement
and shall be known as a "Supplement B participant."

          B-4. SUPPLEMENT B PARTICIPANTS' ACCOUNTS.

               (a)  The committee shall maintain for each Supplement B
                    participant a fully vested nonforfeitable account
                    reflecting the amount transferred to this
                    Supplement on his behalf on the transfer date from
                    the S&S plan attributable to his Participant's
                    Elective Account under the S&S plan and any other
                    account under the S&S plan that he elects to
                    transfer to this plan.

               (b)  Each Supplement B participant shall have the same
                    investment choices with respect to the
                    Participant's Elective Account (and any other
                    account which is transferred from the S&S plan) as
                    he would have with respect to his Income Deferral
                    Contribution Account under the plan and, except as
                    otherwise provided herein, such balances shall be
                    distributed in the same manner as other benefits
                    under the plan.

               (c)  To the extent a Supplement B participant (or
                    beneficiary of a Supplement B participant) chooses
                    an optional form of payment with respect to
                    transferred amounts which was permitted under the
                    S&S plan but not permitted under this plan, such
                    S&S participant may elect to have his benefits
                    distributed in such form.


                                       B-1


<PAGE>



               (d)  On and after the transfer date, a Supplement B
                    participant's transferred Elective Account will be
                    treated the same as an Income Deferral
                    Contribution Account under the plan and will be
                    subject to the same limitations applicable to such
                    Income Deferral Contribution Account under the
                    plan.

               B-5. USE OF TERMS. Notwithstanding Section 8 of the
                    plan, all terms and provisions of the plan shall
                    apply to this Supplement B, except that where the
                    terms and provisions of the plan and this
                    Supplement conflict, the terms and provisions of
                    this Supplement shall control.



                                       B-2


<PAGE>



                                SECOND AMENDMENT
                                       OF
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
               (As Amended and Restated Effective January 1, 1993)


          WHEREAS, Western Publishing Company, Inc. (the "Corporation")
maintains the Golden Comprehensive Security Program (the "Plan"); and

          WHEREAS, the Plan was completely amended and restated effective
January 1, 1993, and further amendment of the Plan is now considered desirable;

          NOW, THEREFORE, IT IS RESOLVED that, by virtue and in exercise of the
power reserved to this Corporation under Subsection 11.1 of the Plan, the Plan,
as previously amended, be and it hereby is further amended, effective as of
January 1, 1995, by adding the following sentences to Subsection 11.2 of the
Plan:

          "In the event of the termination of employment of substantially all
          employees of Western Publishing Group, Inc. (the "Company") as a
          result of the sale of the Company, or a Change of Control, as defined
          below, of the Company, all participants employed by Western Publishing
          Group, Inc. on the date of such sale or Change of Control shall be
          fully vested and have a 100% nonforfeitable interest in their employer
          contribution and matched employer contribution accounts under the
          Plan."

          For the purposes of the preceding paragraph "Change of Control" means
          (i) the sale, merger, consolidation or any other extraordinary
          corporate transaction(s) involving Western Publishing Group, Inc.
          which results in the then common stockholders of Western Publishing
          Group, Inc. owning less than 80% of the common equity of the successor
          company or its parent, or (ii) a change in composition of the Board of
          Directors of Western Publishing Group, Inc. as the result of a proxy
          contest, corporate transaction or other agreement which results in the
          replacement, elimination or increase in membership such that the board
          members in office, just prior to that event cease to constitute a
          majority of the new board."




<PAGE>



          I, James A. Cohen, Secretary of Western Publishing Company, Inc.,
hereby certify that the foregoing is a correct copy of a resolution duly adopted
by the Board of Directors of said Corporation on June 15, 1995, and that said
resolution has not been changed or repealed.


          Dated this 15 day of June, 1995.


                                         /S/ JAMES A. COHEN
                                   -------------------------------
                                       Secretary as Aforesaid

                                               (Corporate Seal)

                                      * * *


          The undersigned, as committee members under the Golden Comprehensive
Security Program, hereby acknowledge receipt of a certified copy of the
foregoing amendment and hereby consent thereto, this 15th day of June, 1995.

                                        /S/ JAMES A. COHEN
                                   -------------------------------

                                        /S/
                                   -------------------------------

                                        /S/
                                   -------------------------------


                                   -------------------------------
                                   (As Committee Members As Aforesaid)




<PAGE>



                            UNANIMOUS WRITTEN CONSENT

                                     OF THE

                               BOARD OF DIRECTORS

                                       OF

                        WESTERN PUBLISHING COMPANY, INC.


          The undersigned, constituting all of the directors of Western
Publishing Company, Inc., a Delaware corporation (the "Corporation"), hereby
consent to and adopt the following resolutions:

          WHEREAS, Western Publishing Company, Inc. (the "Corporation")
maintains the Golden Comprehensive Security Program (the "Plan"); and

          WHEREAS, the Plan was completely amended and restated effective
January 1, 1993, and further amendment of the Plan is now considered desirable;

          NOW, THEREFORE, IT IS RESOLVED that, by virtue and in exercise of the
power reserved to this Corporation under Subsection 11.1 of the Plan, the Plan,
as previously amended, be and it hereby is further amended, effective as of
January 1, 1995, by adding the following sentences to Subsection 11.2 of the
Plan:

          "In the event of the termination of employment of substantially all
          employees of Western Publishing Group, Inc. (the "Company") as a
          result of the sale of the Company, or a Change of Control, as defined
          below, of the Company, all participants employed by Western Publishing
          Group, Inc. on the date of such sale or Change of Control shall be
          fully vested and have a 100% nonforfeitable interest in their employer
          contribution and matched employer contribution accounts under the
          Plan."

          For the purposes of the preceding paragraph "'Change of Control' means
          (i) the sale, merger, consolidation or any other extraordinary
          corporate transaction(s) involving Western Publishing Group, Inc.
          which results in the then common stockholders of Western Publishing
          Group, Inc. owning less than 80% of the common equity of the successor
          company or its parent, or (ii) a change in composition of the Board of
          Directors of Western Publishing Group, Inc. as the result of a proxy
          contest,



<PAGE>



          corporate transaction or other agreement which results in the
          replacement, elimination or increase in membership such that the board
          members in office just prior to that event cease to constitute a
          majority of the new board."

Dated this 15 day of June, 1995.

                                                         /S/
                                               ------------------------
                                               Richard A. Bernstein

                                                         /S/
                                              ------------------------
                                               James A. Cohen

                                                         /S/
                                              ------------------------
                                               Mitchell N. Baron




<PAGE>



                                SECOND AMENDMENT
                                       OF
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
               (As Amended and Restated Effective January 1, 1993)


          WHEREAS, Western Publishing Company, Inc. (the "Corporation")
maintains the Golden Comprehensive Security Program (the "Plan") ; and

          WHEREAS, the Plan was completely amended and restated effective
January 1, 1993, and further amendment of the Plan is now considered desirable;

          NOW, THEREFORE, IT IS RESOLVED that, by virtue and in exercise of the
power reserved to this Corporation under Subsection 11.1 of the Plan, the Plan,
as previously amended, be and it hereby is further amended, effective as of
January 1, 1995, by adding the following sentences to Subsection 11.2 of the
Plan:

          "In the event of the termination of employment of substantially all
          employees of Western Publishing Group, Inc. (the "Company") as a
          result of the sale of the Company, or a Change of Control, as defined
          below, of the Company, all participants employed by Western Publishing
          Group, Inc. on the date of such sale or Change of Control shall be
          fully vested and have a 100% nonforfeitable interest in their employer
          contribution and matched employer contribution accounts under the
          Plan."

          For the purposes of the preceding paragraph "'Change of Control' means
          (i) the sale, merger, consolidation or any other extraordinary
          corporate transaction(s) involving Western Publishing Group, Inc.
          which results in the then common stockholders of Western Publishing
          Group, Inc. owning less than 80% of the common equity of the successor
          company or its parent, or (ii) a change in composition of the Board of
          Directors of Western Publishing Group, Inc. as the result of a proxy
          contest, corporate transaction or other agreement which results in the
          replacement, elimination or increase in membership such that the board
          members in office just prior to that event cease to constitute at
          majority of the new board."





<PAGE>



          I, James A. Cohen, Secretary of Western Publishing Company, Inc.,
hereby certify that the foregoing is a correct copy of a resolution duly
adopted, by the Board of Directors of said Corporation on June 15, 1995, and
that said resolution has not been changed or repealed.

          Dated this 15 day of June, 1995.


                                                  /S/ JAMES A. COHEN
                                              ---------------------------
                                              Secretary as Aforesaid

                                                       (Corporate Seal)

                                      * * *

          The undersigned, as committee members under the Golden
Comprehensive  Security Program,  hereby acknowledge receipt of a certified copy
of the foregoing  amendment  and hereby  consent  thereto,  this 15 day of June,
1995.

                                                  /S/ JAMES A. COHEN
                                            -----------------------------

                                                  /S/
                                            -----------------------------

                                                  /S/
                                            -----------------------------
                                            (As Committee Members As Aforesaid)



<PAGE>



                                                                       (Annex A)

                                 THIRD AMENDMENT
                                 ---------------
                                       OF
                                       --
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
                      -------------------------------------
               (As Amended and Restated Effective January 1, 1993)

          WHEREAS, this corporation maintains the Golden Comprehensive Security
Program (As Amended and Restated Effective January 1, 1993) (the "plan"); and

          WHEREAS, the plan has been amended, and further amendment thereof is
now considered desirable;

          NOW, THEREFORE, IT IS RESOLVED that, by virtue and in exercise of the
power reserved to this corporation under subsection 11.1 of the plan, the plan,
as previously amended, be and it hereby is further amended in the following
particulars:

          1. By substituting the following for subsection 2.1 of the plan:

          "2.1. ELIGIBILITY. Subject to the conditions and limitations
     of the plan, each employee of an employer who was an active
     participant in the plan immediately prior to January 1, 1996 will
     continue to participate in the plan on and after that date. Each
     other employee of an employer will be eligible to become a
     participant in the plan if he meets the following requirements:

          (a) He is either:

               (i)  A salaried employee (that is, an employee whose
                    basic compensation for services rendered to an
                    employer is paid to him in fixed amounts at stated
                    intervals without regard to the number of hours
                    worked, even though he may receive additional
                    compensation in the form of bonuses, overtime pay
                    or commissions); or



<PAGE>



               (ii) A member of a group or class of employees of an
                    employer to whom the plan has been extended by the
                    Board of Directors of the employer; and

          (b)  He does not belong to a collective bargaining unit of
               employees represented by a collective bargaining
               representative, except to the extent that an agreement
               between the employer and such representative extends
               the plan to such unit of employees.

Each employee who meets the requirements of subparagraphs (a) and (b) above will
become a participant in the plan on the entry date specified in (c) or (d)
below, whichever applies:

          (c)  If the employee is hired by an employer before January
               1, 1996, on the first January 1, April 1, July 1 or
               October 1 (the 'quarterly entry date') coincident with
               or next following the date he has completed six months
               of continuous employment (as defined in subsection
               2.2); or

          (d)  If the employee is hired by an employer on or after
               January 1, 1996, on the first day of the calendar month
               (the `monthly entry date') coincident with or next
               following the date he has completed twelve months of
               continuous employment (as defined in subsection 2.2).

Each employee will be notified of the date as of which he becomes a participant
in the plan and will be furnished with a summary plan description in accordance
with governmental rules and regulations. An employee who would be eligible to
participate in the plan on the applicable quarterly entry date or monthly entry
date except for the requirements of subparagraph 2.1(a) or (b) will become a
participant on the date he satisfies the conditions for participation under such
subparagraphs but will not be eligible to make income deferral contributions (as
defined in subsection 3.2) or voluntary participant contributions until the
quarterly entry date or the monthly entry date, as the case may be, coincident
with or next following the date he becomes a participant."

          2. By substituting the following for subsection 2.4 of the plan:

          "2.4. REEMPLOYED FORMER PARTICIPANT. If a former participant
     in the plan is reemployed by an employer after incurring a
     one-year break in employment, he will again become a participant
     in the plan on the date he meets the requirements of
     subparagraphs 2.1(a) and (b) and will be eligible to make income
     deferral contributions under subsection 3.2 or voluntary
     participant contributions under subsection 4.1 on the monthly
     entry date (or, for former participants reemployed before 1996,
     the quarterly entry date) coincident with or next following the
     date he becomes a participant."




<PAGE>



          3. By adding the following new subsection 2.6 to the plan immediately
following subsection 2.5 thereof:

          "2.6. TRANSFERRED PARTICIPANTS. If a participant in the plan
     is transferred from employment covered by the plan to employment
     with a controlled group member that is a participating employer
     under any other defined contribution plan of a member of the
     controlled group, the participant's accounts under this plan
     shall be transferred to such other plan and shall thereafter be
     subject to all of the terms and conditions of such other plan.
     Conversely, if a participant in one of the aforementioned defined
     contribution plans is transferred to employment covered by this
     plan, such participant's accounts under the other plan shall be
     transferred to this plan. Each of a participant's transferred
     accounts shall be combined with the like account established for
     the participant under subsection 6.1 of this plan, and the
     combined total of each such account shall thereafter be subject
     to all of the terms and conditions of this plan, unless and until
     such participant's accounts are again transferred to one of the
     aforementioned plans. Each transfer of account balances under
     this subsection shall be made in accordance with Sections
     401(a)(12) and 414(1) of the Code and the regulations
     thereunder."

          4. By adding the following new sentences to subsection 3.1 of the plan
immediately following the last sentence thereof:

          "Employer contributions payable under this subsection may be
     paid in cash or in shares of common stock of Western Publishing
     Group, Inc. ('parent company shares'), or any combination
     thereof, as the employer may elect. Notwithstanding the next
     preceding sentence, the participating employers may not make a
     contribution in parent company shares under this subsection 3.1
     if such contribution would cause the aggregate fair market value
     of parent company shares allocated to participants' employer
     contribution accounts under subsection 6.5 to exceed ten percent
     of the fair market value of the total of such participants'
     employer contribution accounts."

          5. By deleting the phrase "by writing filed with the committee," from
the first sentence of subsection 3.2 of the plan.



<PAGE>



          6. By substituting the following sentences for the last two sentences
of subsection 3.2 of the pla

          "A participant may elect to change the rate of his
     deferrals, or suspend or resume such deferrals, within the limits
     stated above, by making a new election. Each election under this
     subsection shall be made at such time, in such manner and in
     accordance with such rules as the committee shall determine, and
     shall be effective beginning with the first full pay period of
     any month, provided the participant has made a proper election
     before the fifteenth day of the preceding month."

          7. By substituting the following sentences for the first sentence of
subsection 3.4 of the plan:

     "Subject to the limitations of the plan and in addition to the
     annual ployer contributions made under subsection 3.1 and the
     income deferral contributions made under subsection 3.2, each
     employer will contribute to the trustee such amount, if any, as
     the employer may determine in its sole discretion before the
     beginning of each plan year. Such amount may be stated in terms
     of an aggregate dollar contribution or a dollar or percentage
     match of income deferral contributions up to a stated amount or
     in any other manner. Matching employer contributions as
     determined under this subsection may be reduced by any
     forfeitures to be credited to a participant's matched employer
     contribution account for such period as provided under subsection
     7.3."

          8. By adding the following new sentence as the final sentence of
subsection 3.4 of the plan:

     "Employer contributions payable under this subsection may be paid
     in cash or in parent company shares, or any combination thereof,
     as the employer may elect."

          9. By substituting the following for the penultimate sentence of
subsection 4.3 of the plan:

     "Once each month, a participant may withdraw all or a portion of
     his participant contribution account."



<PAGE>



          10. By substituting the following for clause (i) of the first sentence
of subsection 5.2 of the plan:

     "(i) payment of all of a participant's account balances is not
     made immediately following his termination date,"

          11. By substituting the following sentences for the last sentence of
subsection 5.2 of the plan:

     "If a participant described in (ii) or (iii) above subsequently meets the
     requirements for participation in the plan, he will become an active
     participant in the plan on the date he satisfies the requirements of
     subparagraphs 2.1(a) and (b), and will be eligible to make income deferral
     contributions under subsection 3.2 or voluntary participant contributions
     under subsection 4.1 on the monthly entry date (or, for participants first
     hired before 1996, the quarterly entry date) coincident with or next
     following the date he becomes an active participant. If a participant
     described in (i) above is later reemployed, his subsequent participation
     will be determined in accordance with the provisions of subsection 2.4."

          12. By substituting the following for the first sentence of subsection
6-2:

     "A 'regular accounting date' shall occur on each business day."

          13. By substituting the following for subsections 6.4 and 6.5 of the
plan:

          "6.4. VALUATION OF PARTICIPANTS' ACCOUNTS. Pursuant to rules
     established by the committee and applied on a uniform and
     nondiscriminatory basis, participants' accounts will be valued on
     each accounting date to reflect the fair market value (as
     determined by the trustee) of the various investment funds as of
     such date, including adjustments to reflect any distributions
     (including withdrawals and loans), contributions, rollovers,
     transfers between investment funds, income, losses, appreciation,
     or depreciation with respect to such accounts since the previous
     accounting date.

                  6.5.  ALLOCATION OF EMPLOYER  CONTRIBUTIONS  AND  FORFEITURES.
         Subject to subsection 6.7, as soon as  administratively  possible after
         the end of the plan year,  each  employer's  total  contribution  under
         subsection 3.1 of the plan for the plan year, plus forfeitures (used to
         reduce an employer's  contribution  as provided in subsection  3.1), if
         any, that are to be allocated in accordance with subsection 7.3 for the
         plan year, will be



<PAGE>



          allocated and credited to the employer contribution accounts
          of participants who were employed by such employer during
          that plan year (excluding participants who resigned or were
          dismissed from the employ of all of the employers during
          that year under subparagraph 5.1(e)), pro rata, according to
          the adjusted compensation paid to them, respectively, by
          such employer during that year.

          14. By substituting the following for subsection 6.8 of the plan:

          "6.8. INVESTMENT FUNDS. The committee may designate in its
     discretion one or more funds for the investment of participants'
     accounts. One such investment fund shall be designated as the
     Parent Company Stock Fund, which fund will be invested solely in
     parent company shares. The committee, in its discretion, may from
     time to time designate or establish new investment funds or
     eliminate existing investment funds for investment purposes under
     the plan. Each of the investment funds established under this
     subsection shall comply with the investment guidelines set forth
     in the Investment Policy Statement issued by the committee, which
     Investment Policy Statement (and any subsequent Statement that
     modifies or replaces it, as determined by the committee from time
     to time) is incorporated herein by reference. If employer
     contributions are not made in parent company stock, such
     contributions will be invested in accordance with the
     participant's election under subsection 6.9."

          15. By adding the following new subsection 6.9 to the plan immediately
following subsection 6.8 thereof:

          "6.9. INVESTMENT FUND ELECTIONS. Each participant may elect,
     subject to the following provisions, to have a portion or all of
     his accounts invested in one or more of the investment funds,
     subject to the following requirements:

               (a)  Once in each calendar quarter, a participant
                    may make an investment election with respect
                    to future contributions to be made by him or
                    on his behalf. Notwithstanding the next
                    preceding sentence, if the employer elects to
                    make employer contributions under subsection
                    3.1 or 3.4 in the form of parent company
                    shares, such contributions shall be invested
                    in the Parent Company Stock Fund unless and
                    until the participant makes an election to



<PAGE>



                    transfer such amounts in accordance with
                    subparagraph (d) below.

               (b)  Each investment election under (a) above
                    shall be effective as soon as
                    administratively possible after the election
                    has been made, and shall be subject to the
                    provisions of subparagraph (c) below. If no
                    new election is made by a participant, all
                    future contributions will be invested in
                    accordance with the participant's last
                    election under (a) above, or, if there is no
                    prior election, in the same percentages as
                    such participant's accounts are invested
                    under (d) below.

               (c)  Each election under this subsection shall be
                    made in increments of 10 percent, in
                    accordance with such rules as the committee
                    determines.

               (d)  Once in each calendar quarter, a participant
                    may elect to have a portion or all of the
                    amounts previously credited to his accounts
                    transferred among any available investment
                    funds. Such an election shall be effective as
                    soon as administratively possible after the
                    election has been made; and shall be subject
                    to the provisions of subparagraph (c) above.
                    Notwithstanding the foregoing, when an
                    employer contribution under subsection 3.1 or
                    3.4 is made in the form of parent company
                    shares, each participant may make an
                    additional investment election during the
                    plan year to transfer all or a portion of the
                    employer contribution from the Parent Company
                    Stock Fund to any of the other investment
                    funds.

               (e)  Notwithstanding the foregoing, any elections
                    by a participant who is an officer or
                    director of Western Publishing Group, Inc. or
                    a significant subsidiary with respect to
                    contributions to or withdrawals from, and
                    elections to transfer amounts between the
                    Parent Company Stock Fund and any other fund,
                    may be limited in accordance with any
                    regulations issued by the Securities and
                    Exchange Commission under Section 16 of the
                    Securities Exchange Act of 1934."



<PAGE>



          16. By adding the following new subsection 6.10 to the plan
immediately following subsection 6.9 thereof:

          "6.10. VOTING AND TENDERING OF PARENT COMPANY SHARES. The
     voting of parent company shares held in the trust, and if a
     tender offer is made for parent company shares, the tendering of
     such shares, shall be subject to the provisions of the Employee
     Retirement Income Security Act of 1974 (`ERISA') and the
     following provisions, to the extent such provisions are not
     inconsistent with ERISA:

          (a)  VOTING OF PARENT COMPANY SHARES. With respect to
               each participant who has an interest in the Parent
               Company Stock Fund, the trustee shall provide a
               copy of the notice and proxy statement for each
               meeting of the holders of common stock issued by
               Western Publishing Group, Inc., together with an
               appropriate form for the participant's use in
               instructing the trustee with respect to the voting
               of parent company shares that, at the record date
               for the determination of the shareholders entitled
               to such notice, and to vote at, such meeting, are
               allocable to such participant under the Parent
               Company Stock Fund as of such date. If a
               participant furnishes timely instructions to the
               trustee, the trustee (in person or by proxy) shall
               vote the parent company shares (including
               fractional shares) allocable to such participant
               in the Parent Company Stock Fund in accordance
               with the directions of the participant. Parent
               company shares allocable to participants in the
               Parent Company Stock Fund for which timely voting
               instructions are not received by the trustee shall
               be voted by the trustee as directed by the
               committee.

          (b)  TENDERING OF PARENT COMPANY SHARES. The trustee
               shall furnish to each participant who has an
               interest in the Parent Company Stock Fund notice
               of any tender offer for, or a request or
               invitation for tenders of, parent company shares
               made to the trustee. The trustee shall request
               from each such participant instructions as to the
               tendering of parent company shares that are
               allocable to such participant under the Parent
               Company Stock Fund. For this purpose,



<PAGE>



               the trustee shall provide participants with a
               reasonable period of time in which they may
               consider any such tender offer for, or request or
               invitation for tenders of, parent company shares
               made to the trustee. The trustee shall tender
               parent company shares that are allocable to such
               participant under the Parent Company Stock Fund as
               to which the trustee has received instructions to
               tender from participants within the time specified
               by the trustee. Parent Company shares that are
               allocable to a participant under the Parent
               Company Stock Fund as to which the trustee has not
               received instructions from participants shall not
               be tendered.

          (c)  APPOINTMENT OF FIDUCIARY. The committee shall be
               designated, under Section 404(c) of ERISA, as the
               fiduciary responsible for ensuring that (i) the
               procedures adopted by the plan administrator with
               respect to the exercise of the foregoing voting
               and tender rights are sufficient to safeguard the
               confidentiality of information related to such
               exercise; (ii) such procedures are being followed
               by the plan administrator; and (iii) an
               independent fiduciary is appointed whenever the
               committee deems it appropriate for the proper
               exercise of the foregoing voting and tender
               rights."

          17. By substituting the word "on" for the phrase "as at the accounting
date coincident with or next following" wherever the latter occurs in
subsections 7.1 and 7.2 of the plan.

          18. By substituting the reference "subsection 6.4" for the reference
"subparagraph 6.4(b)" where the latter reference appears in the second sentence
of subsection 7.3 of the plan.

          19. By substituting the following for the third, fourth and fifth
sentences of subsection 7.3 of the plan:



<PAGE>



     "Forfeitures will be used to reduce the employer's contributions
     otherwise required under subsection 3.1 or subsection 3.4, as
     determined by the committee. If a participant is reemployed by an
     employer or controlled group member before he incurs five
     consecutive one-year breaks in employment, any forfeitures
     attributable to such participant shall be recredited to such
     participant's appropriate account(s) as soon as administratively
     possible following such participant's reemployment if the
     participant repays the total amount of any previous distribution
     attributable to his employer contribution account and matched
     employer contribution account within five years of his date of
     reemployment."

                  20. By  substituting  the following for the final  sentence of
subparagraph 7.4(a)(ii) of the plan:

     "Such spouse may elect, in accordance with such procedures as the
     committee may establish, to have any amounts payable to the
     spouse paid in a lump sum."

          21. By deleting the word "written" from the second sentence of
subsection 7.9 of the plan.

          22. By deleting the phrase "in writing" from the second sentence of
subsection 7.5 of the plan.

          23. By substituting the following for the first sentence of
subparagraph 7.9(a) of the plan:

     "Subject to the provisions of the subsection, each participant
     may borrow from his accounts (other than his employer
     contribution account and matched employer contribution account)
     for general purposes or for residential purposes by making
     application to the trustee and recordkeeper requesting such
     loan."



          24. By substituting the following for the final sentence of
subparagraph 7.9(d) of the plan:




<PAGE>



     "Amounts repaid by the participant will be recredited to the
     participant's accounts and investment funds in the same ratio
     that such participant's accounts are invested under subparagraph
     6.9(d) of the plan at the time of repayment."

          25. By substituting the following for subparagraph 7.9(f) of the plan:

          "(f) Interest paid by a participant on a loan made to
               him under this subsection 7.9 shall be credited to
               the accounts of the participant as soon as
               administratively possible after such interest
               payment was made."

          26. By adding the following new subparagraph 7.9(h) to the plan
immediately following subparagraph 7.9(g) thereof:

          "(h) For loans initiated on or after April 1, 1996,
          there shall be charges for setting up the loan, which
          charges shall be assessed against the borrowing
          participant's loan proceeds. There also shall be annual
          maintenance charges, which charges shall be applied to
          reduce the borrowing participant's accounts on a pro
          rata basis. The committee shall determine reasonable
          amounts for such charges from time to time."


          27. By substituting the following for the penultimate sentence of
subsection 7.12 of the plan:

               "Each such election shall be made at such time and
               in such manner as the committee shall determine
               and shall be effective in accordance with such
               rules as the committee may establish from time to
               time."

          28. By substituting the following for the first sentence of subsection
8.1 of the plan:

               "Each participant in the plan who was previously
               covered by the Western Publishing Company
               Employees' Savings and Security Plan ('savings and
               security plan') and/or Western Profit Sharing
               Trust Plan has had his account balance(s) under
               such plan(s) transferred in a lump sum to this
               plan."




<PAGE>



          29. By adding the following new sentence as the final sentence of
subsection 8.3 of the plan:

               "A participant may make such a withdrawal once
               each month."

          30. By deleting subsection 12.5 of the plan and by renumbering
subsections 12.6 and 12.7 as subsections 12.5 and 12.6, respectively.

          31. By substituting the following for subparagraph A-5(a) of
Supplement A to the Pla

     "(a) The amount available for any such distribution from the
     Interest Fund II will be the value of the Supplement A
     participant's IRA account in the Fund determined on the date
     the distribution is to be made."

          32. By substituting the following for subparagraph A-5(c) of
Supplement A to the Plan:

          "(c) Each election under this subsection shall be made
          at such time and in such manner as specified by the
          committee."


          IT IS FURTHER RESOLVED that particulars 16 and 24 above shall be
effective as of January 1, 1994 ; particulars 4, 7, 8 and 19 shall be effective
December 31, 1995; particulars 1, 2 and 11 above shall be effective January 1,
1996; and the remaining particulars shall be effective April 1, 1996.




<PAGE>



                                                                       (Annex A)
                                FOURTH AMENDMENT
                                ----------------
                                       OF
                                       --
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
                      -------------------------------------
               (As Amended and Restated Effective January 1, 1993)


     WHEREAS, this corporation maintains the Golden Comprehensive Security
Program (As Amended and Restated Effective January 1, 1993) (the "plan"); and

     WHEREAS, the plan has been amended, and further amendment thereof is now
considered desirable;

     NOW, THEREFORE, IT IS RESOLVED that, by virtue and in exercise of the power
reserved to this corporation under subsection 11.1 of the plan, the plan, as
previously amended, be and it hereby is further amended in the following
particulars:

     1. By substituting the following for subsection 2.1 (d) of the plan:

          "(d) If the employee is hired by an employer on or
               after January 1, 1996, on the first day of the
               calendar month (the "monthly entry date')
               coincident with or next following the date he has
               completed thirty (30) days of continuous
               employment (as defined in subsection 2.2)."

     2. By substituting the following sentence for the first sentence in
subsection 3.1 of the plan:

               "Subject to the limitations of the plan, each
               employer will contribute to the plan for each year
               an amount equal to three percent (3%) of the
               adjusted compensation (as defined in subsection
               3.3) of participants who have completed one (1)
               year of continuous service with the company who
               are entitled to share in the contribution for that
               year."

     3. By substituting the following sentence for the second sentence in
subsection 3.3 of the plan:

               "A participant's 'adjusted compensation' for any
               plan year means the total cash compensation,
               including commissions, bonuses, and overtime pay."




<PAGE>



     4. By substituting the following sentence for the first sentence in
subsection 3.4 of the plan:

          "Subject to the limitations of the plan and in addition
          to the annual employer contributions made under
          subsection 3.1 and the income deferral contributions
          made under subsection 3.2, each employer will
          contribute for a participant who has completed one (1)
          year of continuous service with the company an amount
          equal to sixty percent (60%) of the first six percent
          (6%) of income deferral contributions (but not
          exceeding $8,994 or such greater amount as determined
          pursuant to Section 402(g) of the Code for plan years
          beginning on or after January 1, 1993) made on behalf
          of the participants under subsection 3.2, reduced by
          any forfeitures to be credited to such participant's
          matched employer contributions account for such period
          as provided under subsection 7.3."

     5. By substituting the following for subsection 6.5 of the plan:

               "6.5 ALLOCATION OF EMPLOYER CONTRIBUTIONS AND
               FORFEITURES. Subject to subsection 6.7, as soon as
               administratively possible after the end of the
               plan year, each employee's contribution under
               subsection 3.1 of the plan for the plan year, plus
               forfeitures (used to reduce an employer's
               contribution as provided in subsection 3.1), if
               any, that are to be allocated in accordance with
               subsection 7.3 for the plan year, will be
               allocated and credited to the employer
               contribution accounts of participants who were
               employed by such employer during that plan year
               and who had completed one (1) year of continuous
               service with the company (excluding participants
               who resigned or were dismissed from the employ of
               all of the employers during that year under
               subparagraph 5.1 (e)), pro rata, according to the
               adjusted compensation paid to them after they had
               completed one (1) year of continuos service,
               respectively, by such employer during that year."

IT IS FURTHER RESOLVED that particulars 1, 2, 4 and 5 be effective as of
September 1, 1997; and particular 3 be effective January 1, 1998.





<PAGE>



                                                                       (Annex A)

                                FOURTH AMENDMENT
                                ----------------
                                       OF
                                       --
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
                      -------------------------------------
               (As Amended and Restated Effective January 1, 1993)

     WHEREAS, this corporation maintains the Golden Comprehensive Security
Program (As Amended and Restated Effective January 1, 1993) (the "plan"); and

     WHEREAS, the plan has been amended, and further amendment thereof is now
considered desirable;

     NOW, THEREFORE, IT IS RESOLVED that, by virtue and in exercise of the power
reserved to this corporation under subsection 11.1 of the plan, the plan, as
previously amended, be and it hereby is further amended in the following
particulars:


     1. By substituting the following for subsection 2.1 (d) of the plan:

          "(d) If the employee is hired by an employer on or
               after January 1, 1996, on the first day of the
               calendar month (the "monthly entry date')
               coincident with or next following the date he has
               completed thirty (30) days of continuous
               employment (as defined in subsection 2.2)."

     2. By substituting the following sentence for the first sentence in
subsection 3.1 of the plan:

          "Subject to the limitations of the plan, each employer
          will contribute to the plan for each year an amount
          equal to three percent (3%) of the adjusted
          compensation (as defined in subsection 3.3) of
          participants who have completed one (1) year of
          continuous service with the company who are entitled to
          share in the contribution for that year."

     3. By substituting the following sentence for the second sentence in
subsection 3.3 of the plan:

          "A participant's 'adjusted compensation' for any plan
          year means the total cash compensation, including
          commissions, bonuses, and overtime pay."




<PAGE>



     4. By substituting the following sentence for the first sentence in
subsection 3.4 of the plan:

          "Subject to the limitations of the plan and in addition
          to the annual employer contributions made under
          subsection 3.1 and the income deferral contributions
          made under subsection 3.2, each employer will
          contribute for a participant who has completed one (1)
          year of continuous service with the company an amount
          equal to sixty percent (60%) of the first six percent
          (6%) of income deferral contributions (but not
          exceeding $8,994 or such greater amount as determined
          pursuant to Section 402(g) of the Code for plan years
          beginning on or after January 1, 1993) made on behalf
          of the participants under subsection 3.2, reduced by
          any forfeitures to be credited to such participant's
          matched employer contributions account for such period
          as provided under subsection 7.3."

     5. By substituting the following for subsection 6.5 of the plan:

          "6.5 ALLOCATION OF EMPLOYER CONTRIBUTIONS AND
          FORFEITURES. Subject to subsection 6.7, as soon as
          administratively possible after the end of the plan
          year, each employees contribution under subsection 3.1
          of the plan for the plan year, plus forfeitures (used
          to reduce an employer's contribution as provided in
          subsection 3.1), if any, that are to be allocated in
          accordance with subsection 7.3 for the plan year, will
          be allocated and credited to the employer contribution
          accounts of participants who were employed by such
          employer during that plan year and who had completed
          one (1) year of continuous service with the company
          (excluding participants who resigned or were dismissed
          from the employ of all of the employers during that
          year under subparagraph 5.1 (e)), pro rata, according
          to the adjusted compensation paid to them after they
          had completed one (1) year of continuos service,
          respectively, by such employer during that year."

IT IS FURTHER RESOLVED that particulars 1, 2, 4, and 5 be effective as of
September 1, 1997; and particular 3 be effective January 1, 1998.




<PAGE>



                                 FIFTH AMENDMENT
                                       OF
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
               (As Amended and Restated Effective January 1, 1993)

     WHEREAS, this corporation maintains the GOLDEN COMPREHENSIVE SECURITY
PROGRAM (the "plan") ; and

     WHEREAS, the plan was completely amended and restated effective January 1,
1993, and further amendment of the plan is now considered desirable;

     NOW THEREFORE, IT IS RESOLVED that by virtue and in exercise of the
amending power reserved to this corporation under subsection 11.1 of the plan,
the plan, as previously amended, be and it is hereby further amended, effective
December 1, 1997, by adding the following sentence to the end of Subsection 7.2
of the plan:

     "In the event of the termination of employment of employees
     of the employer associated with the Cambridge, Maryland
     facility as a result of the sale of the Cambridge, Maryland
     facility, all participants employed by the employer
     associated with the Cambridge, Maryland facility on the date
     of the such sale whose employment with the employer is
     terminated on December 1, 1997, shall be fully vested and
     have a 100% nonforfeitable interest in their employer
     contribution and matched employer contribution accounts
     under the plan."

                                      * * *

I, ---------------, Secretary of Golden Books Publishing Company, Inc. hereby
certify that the foregoing is a correct copy of resolutions duly adopted by the
Board of Directors of said corporation on -------------, 1997, and that said
resolutions have not been changed or repealed.


                                             ---------------------------------
                                             Secretary as Aforesaid

                                      * * *

The undersigned,  as committee members under the Golden  Comprehensive  Security
Program,  hereby  acknowledge  receipt  of a  certified  copy  of the  foregoing
amendment,  and hereby consent thereto, this ----- day of ------------------,
1997.

                                            ---------------------------------

                                            ---------------------------------

                                            ---------------------------------

                                            ---------------------------------
                                            As Committee Members As Aforesaid



<PAGE>



                                 FIFTH AMENDMENT
                                       OF
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
               (As Amended and Restated Effective January 1, 1993)


     WHEREAS, this corporation maintains the GOLDEN COMPREHENSIVE SECURITY
PROGRAM (the "plan") ; and

     WHEREAS, the plan was completely amended and restated effective January 1,
1993, and further amendment of the plan is now considered desirable;

     NOW THEREFORE, IT IS RESOLVED that by virtue and in exercise of the
amending power reserved to this corporation under subsection 11.1 of the plan,
the plan, as previously amended, be and it is hereby further amended, effective
December 1, 1997, by adding the following sentence to the end of Subsection 7.2
of the plan:

     "In the event of the termination of employment of employees
     of the employer associated with the Cambridge, Maryland
     facility as a result of the sale of the Cambridge, Maryland
     facility, all participants employed by the employer
     associated with the Cambridge, Maryland facility on the date
     of the such sale whose employment with the employer is
     terminated on December 1, 1997, shall be fully vested and
     have a 100% nonforfeitable interest in their employer
     contribution and matched employer contribution accounts
     under the plan."

                                      * * *

I, Philip Galanes, Secretary of Golden Books Publishing Company, Inc. hereby
certify that the foregoing is a correct copy of resolutions duly adopted by the
Board of Directors of said corporation on ---------, 1997, and that said
resolutions have not been changed or repealed.


                                                       /S/
                                             -------------------------------
                                             Secretary as Aforesaid

                                      * * *

The undersigned, as committee members under the Golden Comprehensive Security
Program, hereby acknowledge receipt of a certified copy of the foregoing
amendment, and hereby consent thereto, this 24th day of November, 1997.


                                                      /S/
                                             -------------------------------

                                                      /S/
                                             -------------------------------

                                                      /S/
                                             -------------------------------

                                             -------------------------------
                                             As Committee Members As Aforesaid



<PAGE>



                                 FIFTH AMENDMENT
                                       OF
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
               (As Amended and Restated Effective January 1, 1993)


     WHEREAS, this corporation maintains the GOLDEN COMPREHENSIVE SECURITY
PROGRAM (the "plan"); and

     WHEREAS, the plan was completely amended and restated effective January 1,
1993, and further amendment of the plan is now considered desirable;

     NOW THEREFORE, IT IS RESOLVED that by virtue and in exercise of the
amending power reserved to this corporation under subsection 11.1 of the plan,
the plan, as previously amended, be and it is hereby further amended, effective
December 1, 1997, by adding the following sentence to the end of Subsection 7.2
of the plan:

     "In the event of the termination of employment of employees
     of the employer associated with the Cambridge, Maryland
     facility as a result of the sale of the Cambridge, Maryland
     facility, all participants employed by the employer
     associated with the Cambridge, Maryland facility on the date
     of the such sale whose employment with the employer is
     terminated on December 1, 1997, shall be fully vested and
     have a 100% nonforfeitable interest in their employer
     contribution and matched employer contribution accounts
     under the plan."

                                      * * *

I, Philip Galanes,  Secretary of Golden Books  Publishing  Company,  Inc. hereby
certify that the foregoing is a correct copy of resolutions duly adopted by the
Board of Directors of said corporation on 11/24, 1997, and that said resolutions
have not been changed or repealed.

                                                       /S/
                                             -------------------------------
                                             Secretary as Aforesaid

                                      * * *

The undersigned, as committee members under the Golden Comprehensive Security
Program,  hereby  acknowledge  receipt  of a  certified  copy  of the  foregoing
amendment, and hereby consent thereto, this 24th day of November, 1997.



                                                      /S/
                                             -------------------------------

                                                      /S/
                                             -------------------------------

                                                      /S/
                                             -------------------------------

                                             -------------------------------
                                             As Committee Members As Aforesaid



<PAGE>



                                 SIXTH AMENDMENT
                                       OF
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
               (As Amended and Restated Effective January 1, 1993)


     WHEREAS, this corporation maintains the GOLDEN COMPREHENSIVE SECURITY
PROGRAM (the "plan"); and

     WHEREAS, the plan was completely amended and restated effective January 1,
1993, and further amendment of the plan is now considered desirable;

     NOW THEREFORE, IT IS RESOLVED that by virtue and in exercise of the
amending power reserved to this corporation under subsection 11.1 of the plan,
the plan, as previously amended, be and it is hereby further amended, effective
January 1, 1998, by substituting the following sentence for the first sentence
in subsection 3.1 of the plan:

     "Subject to the limitations of the plan, each employer will
     contribute to the plan for each plan year an amount, as
     determined solely by the company based on its financial
     performance, which will vary between zero percent (0%) and
     three percent (3%) of the adjusted compensation (as defined
     in subsection 3.3) of participants who have completed one
     (1) year of continuous service with the company who are
     entitled to share in the contribution for that year."

                                      * * *

I, Philip Galanes, Secretary of Golden Books Publishing Company, Inc. hereby
certify that the foregoing is a correct copy of resolutions duly adopted by the
Board of Directors of said corporation on 11/24, 1997, and that said resolutions
have not been changed or repealed.

                                                       /S/
                                             -------------------------------
                                             Secretary as Aforesaid

                                      * * *

The undersigned,  as committee members under the Golden  Comprehensive  Security
Program,  hereby  acknowledge  receipt  of a  certified  copy  of the  foregoing
amendment, and hereby consent thereto, this ---- day of -------------, 1997.


                                                      /S/
                                             -------------------------------

                                                      /S/
                                             -------------------------------

                                                      /S/
                                             -------------------------------

                                             -------------------------------
                                             As Committee Members As Aforesaid




<PAGE>



                                SEVENTH AMENDMENT
                                       OF
                      GOLDEN COMPREHENSIVE SECURITY PROGRAM
               (As Amended and Restated Effective January 1, 1993)


     WHEREAS, this corporation maintains the GOLDEN COMPREHENSIVE
SECURITY PROGRAM (the "plan"); and

     WHEREAS, the plan was completely amended and restated effective
     January 1, 1993, and further amendment of the plan is now considered
desirable;

     NOW THEREFORE, IT IS RESOLVED that by virtue and in exercise of the
amending power reserved to this corporation under subsection 11.1 of the plan,
the plan, as previously amended, be and it is hereby further amended in the
following particulars:

1.   By substituting the following for subsection 6.9(a) of the plan:

          "(a) On a daily basis, a participant may make an investment
          election with respect to future contributions to be made by
          him or on his behalf. Notwithstanding the next preceding
          sentence, if the employer elects to make employer
          contributions under subsection 3.3 in the form of parent
          company shares, such contributions shall be invested in the
          Parent Company Stock Fund unless and until the participant
          makes an election to transfer such amounts in accordance
          with subparagraph (d) below."

2. By substituting the following for subsection 6.9(d) of the plan:

          "(d) On a daily basis, a participant may elect to have a
          portion or all of the amounts previously credited to his
          accounts transferred among any available investment funds.
          Such an election shall be effective as soon as
          administratively possible after the election has been made;
          and shall be subject to the provisions of subparagraph (c)
          above."

3. By substituting the following for subsection 7.5 of the plan:

          "7.5. COMMENCEMENT OF DISTRIBUTIONS. Except as provided in
          the following sentence, payment of a participant's benefits
          will be made within a reasonable time after his termination
          date, but not later than 60 days after (a) the end of the
          plan year in which his termination occurs, or (b) such later
          date on which the amount of the payment can be ascertained
          by the committee. However, if a participant's termination
          date occurs before he attains age 65 and if the aggregate
          nonforfeitable balance in his accounts at his termination
          date or at the time of any prior distribution



<PAGE>


          exceeds $5,000 (or the dollar limit under section 411(a)(11)
          if the Internal Revenue Code, if greater), then payment of
          such benefits shall be deferred to his attainment of age 65
          (or, if elected by the participant, age 70 1/2) unless the
          participant (or, in the event of his death, his surviving
          spouse) consents to an immediate distribution. A (i)
          participant or (ii) former participant who previously made
          an election to defer commencement of his benefits whose
          nonforfeitable balance in his accounts as at his termination
          date (after any required adjustments) was less than $5,000
          (or the dollar limit under section 411 (a) of the Internal
          Revenue Code, if greater) will automatically receive his
          distribution in a lump sum. A participant who previously
          made an election to defer commencement of his benefits may
          elect, not more frequently than once each plan year and in
          an amount not less than $1,000 in each such plan year, to
          receive a distribution from his account(s) in a lump sum
          payment."

     IT IS FURTHER RESOLVED that particulars 1 and 2 above shall be effective
February 18, 1999; and particular 3 shall be effective January 1, 1999.

                                      * * *

I, Philip Galanes, Secretary of Golden Books Publishing Company, Inc. hereby
certify that the foregoing is a correct copy of resolutions duly adopted by the
Board of Directors of said corporation on 11/24, 1997, and that said resolutions
have not been changed or repealed.

                                                       /S/
                                             -------------------------------
                                             Secretary as Aforesaid

                                      * * *

The undersigned,  as committee members under the Golden  Comprehensive  Security
Program,  hereby  acknowledge  receipt  of a  certified  copy  of the  foregoing
amendment, and hereby consent thereto, this ---- day of --------------, 1999.

                                                      /S/
                                             -------------------------------

                                                      /S/
                                             -------------------------------

                                                      /S/
                                             -------------------------------

                                             -------------------------------
                                             As Committee Members As aforesaid