EXHIBIT 10.2


                        GOLDEN RETIREMENT SAVINGS PROGRAM

            (As Amended and Restated Effective as of January 1, 1993)



















                             McDermott, Will & Emery
                                Chicago, Illinois


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                                   RESOLUTIONS


                  WHEREAS, this corporation maintains Golden Retirement Savings
Program (the "plan"), which plan originally was established effective as of July
1, 1987 and has been amended from time to time thereafter; and

                  WHEREAS, the officers of this corporation have caused to be
prepared an amendment and restatement of the plan effective January 1, 1993 to
incorporate all prior amendments and modifications to comply with the Tax Reform
Act of 1986 and subsequent legislation and regulations affecting the plan; and

                  WHEREAS, it is deemed desirable to adopt such amendment and
restatement of the plan;

                  NOW, THEREFORE, IT IS RESOLVED that this Board hereby adopts
the plan, as amended and restated effective January 1, 1993, in the form
attached to and forming a part of these resolutions.

                  IT IS FURTHER RESOLVED that the officers of this corporation
are hereby authorized and directed to take such action as they deem necessary or
desirable to continue to maintain the plan as a "qualified" retirement plan
under Section 401(a) and 401(k) of the Internal Revenue Code of 1986, as
amended, including further amendment of the plan and the filing of such plan
with the Internal Revenue Service for a determination that the plan continues to
be qualified for federal income tax purposes.

                  I, James A. Cohen, Secretary of Western 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 December 28, 1993, and
that said resolutions have not been changed or repealed.

                  Dated this 28th day of December, 1993.

                                               /s/
                                             -------------------------------
                                                  Secretary as Aforesaid

                                                    (Corporate Seal)


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                              C E R T I F I C A T E


                  I, James A. Cohen, Secretary of WESTERN PUBLISHING COMPANY,
INC., hereby certify that the attached is a full, true and complete copy of the
GOLDEN RETIREMENT SAVINGS PROGRAM, as in effect on the date hereof.

                  Dated this 28 day of December, 1993.


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

                                                    (Corporate Seal)

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                                GOLDEN RETIREMENT
                                 SAVINGS PROGRAM

                                    SECTION 1
                                  INTRODUCTION

                  1.1.     PURPOSE. GOLDEN RETIREMENT SAVINGS PROGRAM (the
"plan") is maintained by WESTERN PUBLISHING COMPANY, INC. (the "company") for
eligible employees of the company and the eligible employees of any other United
States subsidiary of the company which adopts the plan, with the consent of the
company. The purpose of the plan is 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 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 AND PLAN YEAR. The original effective
date of the plan was July 1, 1987. The "effective date" of the plan as set forth
herein is January 1, 1993. A "plan year" means each calendar year.

                  1.3.     EMPLOYERS. The company and any United States
subsidiary of the company 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."

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                  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, AND 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.

                  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


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                  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 thereafter
(the "quarterly entry date") coincident with or next following the date he meets
all of the following requirements:

                  (a)      He is a member of a group of employees to which the
                           plan has been and continues to be extended by his
                           employer, either unilaterally or through collective
                           bargaining, as described in Supplement A.

                  (b)      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.


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                  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.

                  (c)      A period of concurrent employment with two or more
                           employers will be considered as employment with one
                           employer during that period, and an employee's
                           employment with any predecessor to an employer will
                           be considered as employment with that employer.

                  (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

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                           employment) will be taken into account for plan
                           purposes upon his reemployment, except as follows:

                                    If a former employee of the employers who is
                                    not vested with respect to any portion of
                                    his income deferral contribution account 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 all
                                    purposes of the plan upon his reemployment,
                                    and such employee shall be treated as a new
                                    employee for all purposes of the plan. 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
                                    matched employer contribution account
                                    balance 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), an employee's termination
                           of employment will not be deemed to have occurred
                           until the first anniversary of the date of such
                           absence. 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 child by the
                           employee, or for purposes of caring for the child
                           immediately following such birth or placement.

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.

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                  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 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 one year of continuous employment 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 3.1 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 EMPLOYMENT. 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

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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 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.     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 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.

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                  3.2.     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 3.1. A participant's
"adjusted compensation" for any plan year means the total cash compensation,
including overtime, base pay, overtime premium, and shift premium, vacation and
holiday compensation, but excluding any payments representing cash
reimbursements for expenses incurred by the participant and any compensation
paid to him in a form other than cash, 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.

                  3.3.     MATCHING EMPLOYER CONTRIBUTION. Subject to the
limitations of the plan and the income deferral contributions made under
subsection 3.1, each employer will contribute for a participant an amount equal
to fifty percent (50%) 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 3.1, 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

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which such contribution is made but, in any event, not later than 60 days after
the end of such period.

                  3.4.     LIMITATIONS ON INCOME DEFERRALS. In no event shall
the actual deferral percentage (as defined below) of the highly compensated
participants (as defined in subsection 3.6) 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 ensure 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

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percentage first and then reducing the applicable percentage for such subsequent
highly 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 be not be considered contributions under
subsection 3.1 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 3.6)
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 3.6 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.

                  3.5.     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 in subsection
3.6) 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 two (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 3.3 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 3.4) 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 ensure 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
3.4. 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 3.4

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<PAGE>

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
3.4(a) and 3.5(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
subparagraphs 3.4(a) or (b) above and subparagraphs 3.5(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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                  3.6.     HIGHLY COMPENSATED PARTICIPANTS. For purposes of
subsections 3.4 and 3.5 of the plan, a "highly compensated participant" means
any participant who, during the current or immediately preceding plan year:

                  (a)      was a five 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 ten percent
                           (10%) 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. For purposes of this subsection,
"compensation" shall be defined as provided in subsection 3.4 of the plan. 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

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<PAGE>

ascendants or descendants and the spouses of such lineal ascendants or
descendants. The compensation thresholds in (b), (c) and (d) above will be
adjusted in accordance with Section 414(q)(1) of the Code.

                  3.7.     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.

                  3.8.     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.

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                                    SECTION 4

                            PARTICIPANT CONTRIBUTIONS


                  4.1.     AMOUNT OF PARTICIPANT CONTRIBUTIONS. In lieu of any
income deferral contributions made by a participant under subsection 3.1 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 3.2) 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 contribution may be made by regular payroll deductions [in
multiples of one percent (1%)] 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

                                      -18-

<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.


                                      -19-

<PAGE>

                                    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 60 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 60 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 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.

                                      -20-

<PAGE>

                  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 decreased 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) and (b) 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.


                                      -21-

<PAGE>



                                    SECTION 6

                                   ACCOUNTING

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

                  (a)      INCOME DEFERRAL CONTRIBUTION ACCOUNT. If a
                           participant elects to make income deferral
                           contributions under subsection 3.1 of the plan, this
                           account will reflect such contributions and the
                           income, losses, appreciation, and depreciation
                           attributable thereto.

                  (b)      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 3.3 of the plan and certain
                           forfeitures arising under the plan, and the income,
                           losses, appreciation, and depreciation attributable
                           thereto.

                  (c)      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.

                  (d)      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.

                  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

                                      -22-

<PAGE>



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.     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 fund (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 3.1;

                  (d)      NEXT, credit matching employer contributions and
                           forfeitures, if any, that are to be credited as of
                           that date in accordance with subsection 3.3;

                  (e)      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

                                      -23-

<PAGE>



committee are described in subsection 6.6. 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.

                  6.4.     STATEMENT OF ACCOUNT. 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.

                  6.5.     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 twenty-five
                           percent (25%) of the participant's compensation for
                           the plan year. A participant's "annual additions"
                           shall mean the sum of (i) employer contributions and
                           forfeitures to be allocated and credited to his
                           employer contribution account for the year, (ii) any
                           income deferral contributions credited to his income
                           deferral contribution account for the year, and (iii)
                           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.

                                      -24-

<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 benefit plan maintained by an employer
                           or a controlled group member which is not an
                           employer, the limitations 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 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
                           one hundred twenty-five percent (125%), and (ii)
                           twenty-five percent (25%) of such participant's
                           compensation for such year multiplied by one hundred
                           forty percent (140%).

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.


                                      -25-

<PAGE>



                  (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 account
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).

                  6.6.     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 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 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 any 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:


                                      -26-

<PAGE>



                  (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 firs 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 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 6.6(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, 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 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.


                                      -27-

<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 July 1, 1987 was an active participant in the Western
Publishing Company Employees' Savings & Security Plan and who became a
participant in this plan on July 1, 1987 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. 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

                                      -28-

<PAGE>



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 balance in his 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:

         Years of continuous
           employment under              Vested Percentage of matched
            SUBSECTION 2.2               EMPLOYER CONTRIBUTION ACCOUNT
       -----------------------           -----------------------------

             Less than 1                             0%
                  1                                 25%
                  2                                 50%
                  3                                 75%
                  4 or more                        100%


                  7.3.     FORFEITURES. The amount by which a participant's
matched employer contribution account is 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 adjusted pursuant to the provisions of subparagraph 6.3(b).
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

                                      -29-

<PAGE>



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 matched employer contribution account 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 matched employer contribution account within five years of
his date of reemployment. Such participant's matched employer contribution
account 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 account 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 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 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.


                                      -30-

<PAGE>



                           (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 fifty
                                    percent (50%) 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.

                           (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.


                                      -31-

<PAGE>



                                    (4)     With the written consent o 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 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

                                      -32-

<PAGE>



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 at 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 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.

                                      -33-

<PAGE>



                  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 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

                                      -34-

<PAGE>



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 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

                                      -35-

<PAGE>



such person's legal representatives, 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.

                  7.9.     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.

                  7.10.    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 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)      For loans made before October 18, 1989, the
                           principal amount of any loan made to a participant,
                           when added to the outstanding balance of all other

                                      -36-

<PAGE>



                           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 the loan;
                           (ii) 50 percent of the amount to which the
                           participant would be entitled under all such plans if
                           he were to terminate his employment with the
                           employers on the date the loan is made, or $10,000,
                           whichever is greater; 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)      For loans made on or after October 18, 1989, 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; or (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).

                  (d)      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 made before
                           October 18, 1989 shall bear interest at the rate then
                           payable under the guaranteed investment contract
                           established under subsection 6.6 at the time such
                           loan is made. Each loan made on or after October 18,
                           1989 shall bear interest at the rate established by
                           the committee and be commensurate with rates charged
                           by commercial lenders on similar loans. Any loan to a
                           married participant must be consented to 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, renewed or otherwise revised.

                                      -37-

<PAGE>



                  (e)      Each loan shall specify a repayment period which
                           shall not be less than 18 months (or 12 months, if
                           the loan is made on or after October 18, 1989), nor
                           more than 60 months for general purposes and not less
                           than 18 months (or 120 months, if the loan is made on
                           or after October 18, 1989) nor more than 360 months
                           (or 240 months if the loan is made on or after
                           October 18, 1989) 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.

                  (f)      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.

                  (g)      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, 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 7.10 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.


                                      -38-

<PAGE>



                  (h)      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.


                  7.11.    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 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:

                                      -39-

<PAGE>



                  (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.

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

                                      -40-

<PAGE>



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.



                                      -41-

<PAGE>



                                    SECTION 8
                               PRIOR PLAN ACCOUNT

                  8.1.     TRANSFER OF PRIOR PLAN BALANCE. Each participant in
the plan who, prior to July 1, 1987, was covered by the Western Publishing
Company Employees' Savings and Security Plan ("savings and security plan") has
had his account balance under such plan transferred in a lump sum to this plan.
The balance attributable to such participant's participation in such plan (a
"prior plan") will be subject to the provisions of this section.

                  8.2.     PRIOR PLAN ACCOUNTS. All such amounts which have
been 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 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 "rollover" amounts as described in
subsection 8.4. As of any day during any plan year quarter (but not more
frequently than once in each plan year quarter), a participant may withdraw all
or any portion of the net

                                      -42-

<PAGE>



credit balance in his prior plan account reflecting his participation in the
savings and security plan.

                  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.



                                      -43-

<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 benefit 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.

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


                                      -44-

<PAGE>



                  (f)      To furnish the employers with such information as nay
                           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.

                  (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.



                                      -45-

<PAGE>



                  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 ten 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 ten 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.

                  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

                                      -46-

<PAGE>



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



                                      -47-

<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.

                                      -48-

<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 the

                                      -49-

<PAGE>



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.



                                      -50-

<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
employees (i) on any date specified by the company if 30 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, merger, consolidation, or reorganization of an
employer, or the sale by that employer of all or

                                      -51-

<PAGE>



substantially all of its assets, or the termination or complete discontinuance
of contributions by any one employer. However, arrangement 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 submitted for that employer under
the plan and 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.

                  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,

                                      -52-

<PAGE>



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.



                                      -53-

<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. The provisions of
this section shall be effective for each plan year 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 a top-
heavy plan for any plan year if, in the case of the first plan year, on the last
day of such plan year, and in the case of any subsequent plan year, 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 sixty percent (60%) 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 of 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 five-year
period ending on the determination date, (ii) the account balances

                                      -54-

<PAGE>



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
                           6.5(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
                           in excess of a one-half percent interest and whose
                           compensation [as defined in subparagraph 6.5(a)]
                           exceeds the dollar limitation specified in
                           subparagraph 6.5(a);

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

                  (d)      a one percent (1%) 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.

                  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

                                      -55-

<PAGE>



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 or 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.    MINIMUM CONTRIBUTION. For any plan year in which the
plan is at top-heavy plan, employer contributions and forfeitures (other than
income deferral contributions) credited to each participant who is not a key
employee shall not be less than 3 percent of such participant's adjusted
compensation for that year, except that, in no event shall the employer
contributions and forfeitures credited in any year to a participant who is not a
key employee (expressed as a percentage of such participant's adjusted
compensation) exceed the maximum employer contributions, income deferral
contributions and forfeitures credited in that year to a key employee expressed
as a percentage of such key employee's adjusted compensation up to $200,000 or
such greater amount as may be determined by the Commissioner of Internal Revenue
for that year.

                  12.6.    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.


                                      -56-

<PAGE>



                  12.7.    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.

                  12.8.    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 6.5 of the plan shall be adjusted in accordance with the provisions
of Section 416(h) of the Code.


                                      -57-

<PAGE>



                                  SUPPLEMENT A
                                       TO
                        GOLDEN RETIREMENT SAVINGS PROGRAM


1.   This Supplement A to the Golden Retirement Savings Program (the "plan")
     extends the plan to certain employees and former employees who are included
     in the following groups or classes of employees employed by Western
     Publishing Company, Inc. (the "employer"), as of the effective dates
     specified below:

     GROUP OR CLASS                                               EFFECTIVE DATE

     (a)  Hourly rated Employees who are not represented          July 1, 1987
          by a collective bargaining agent and certain
          other former employees as designated by the
          company.

     (b)  Employees who are members of the collective             July 1, 1988
          bargaining unit represented by Local 254M of the
          Graphic Communications International Union.

     (c)  Employees who are members of the collective             July 1, 1987
          bargaining unit represented by Local 223B
          of the Graphic Communications International Union.

     (d)  Employees who are members of the collective             July 1, 1987
          bargaining unit represented by Local 309 of the
          International Union of Operating Engineers.

     (e)  Employees who are members of the collective             July 1, 1987
          bargaining unit represented by Local 43 of the
          International Brotherhood of Teamsters,
          Chauffeurs, Warehousemen, and Helpers of America.

     (f)  Employees who are members of the collective             July 1, 1988
          bargaining unit represented by Local 1007 of the
          International Union, United Automobile, Aerospace
          & Agricultural Implement Workers of America, UAW.

     (g)  Former employees who are members of the                 July l, 1988
          collective bargaining unit represented by Local
          62B of the Graphic Communications International
          Union.


                                       A-1

<PAGE>



2.   All provisions of the plan to the extent such provisions are not
     inconsistent with this Supplement A shall apply to plan participants
     covered by this Supplement A.

3.   This Supplement A is effective as of July 1, 1988.

                                       A-2

<PAGE>



                                 FIRST AMENDMENT
                                       OF
                        GOLDEN RETIREMENT SAVINGS PROGRAM
               (As Amended and Restated Effective January 1, 1993)


                  WHEREAS, this corporation maintains the Golden Retirement
Savings 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, 1994, by adding the following sentence at the end of subsection
3.2 of the plan:

                  "Beginning with the plan year commencing January 1, 1994, in
                  no event shall compensation in excess of $150,000 (or such
                  greater amount as may be permitted under Section 401(a)(17)(B)
                  of the Code) be included in a participant's compensation for
                  any plan year."

                                      * * *

                  I, _________________________, 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
December ___, 1994 and that said resolution has not been changed or repealed.


                                           Dated this ____day of ________, 1994.


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

                                                      (Corporate Seal)

                                       -1-

<PAGE>




                                      * * *

                  The undersigned, as committee members under the Golden
Retirement Savings Program, hereby acknowledge receipt of a certified copy of
the foregoing amendment and hereby consent thereto this ____ day of December,
1994.

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

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

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

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


                                       -2-

<PAGE>



                                                                      (Annex A)


                                SECOND AMENDMENT
                                       OF
                        GOLDEN RETIREMENT SAVINGS PROGRAM
            (As Amended and Restated Effective as of January 1, 1993)


                  WHEREAS, this corporation maintains the Golden Retirement
Savings Program (As Amended and Restated Effective as of 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 a member of a group of employees to which the
                           plan has been and continues to be extended by his
                           employer, either unilaterally or through collective
                           bargaining, as described in Supplement A.

                  (b)      He has completed twelve months of continuous
                           employment (as defined in subsection 2.2) or, if the
                           employee was hired by an employer before January 1,
                           1996, six months of continuous employment.

                                       -1-

<PAGE>



         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 meets
                           the requirements of subparagraphs (a) and (b); 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 meets the requirements of
                           subparagraphs (a) and (b).

         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
         requirement of subparagraph 2.1(a) will become a participant on the
         date he satisfies the conditions for participation under such
         subparagraph, but will not be eligible to make income deferral
         contributions (as defined in subsection 3.1) 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 the indented
paragraph in subparagraph 2.2(g) of the plan:

         "If a former employee of the employers who is not vested with respect
         to any portion of his matched employer contribution account balance or
         his employer contribution account balance, if any, 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 all purposes of the plan upon
         his reemployment, and such employee shall be treated as a new employee
         for all purposes of the plan. 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 matched employer contribution account balance or his
         employer contribution account balance, if any, attributable to
         employment prior to such five consecutive one-year breaks in
         employment."

                                       -2-

<PAGE>



                  3.       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 will be
         plan on the date he meets the requirements of subparagraph 2.1(a) and
         eligible to make income deferral contributions under subsection
         3.1 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."

                  4.       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(l) of the Code and the regulations
         thereunder."

                  5.       By deleting the phrase "by writing filed with the
committee," from the first sentence of subsection 3.1 of the plan.

                  6.       By substituting the following sentences for the last
two sentences of subsection 3.1 of the plan:

         "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

                                       -3-

<PAGE>



         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 3.3 of the plan:

         "Subject to the limitations of the plan and in addition to the income
         deferral contributions made under subsection 3.1, 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 shall 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 3.3 of the plan:

         "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."

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

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

                  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 deleting the phrase "or (b)" from clause (iii) of
the first sentence of subsection 5.2 of the plan.

                                       -4-

<PAGE>



                  12.      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 subparagraph 2.1(a), and will be eligible to make
         income deferral contributions under subsection 3.1 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."

                  13.      By adding the following new subparagraph (e) to
subsection 6.1 of the plan immediately following subparagraph (d) thereof:

                  "(e)     EMPLOYER CONTRIBUTION ACCOUNT. This account will
                           reflect his employer contribution account, if any,
                           transferred to the plan under subsection 2.6, and the
                           income, losses, appreciation and depreciation
                           attributable thereto subsequent to the date of
                           transfer."

                  14.      By substituting the following for the first sentence
of subsection 6.2:

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

                  15.      By substituting the following for subsection 6.3 of
the plan:

                  "6.3.    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."

                  16.      By substituting the following for subsection 6.6 of
the plan:

                  "6.6. 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

                                       -5-

<PAGE>



         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 6.7."

                  17.      By adding the following new subsection 6.7 to the
plan immediately following subsection 6.6 thereof:

                  "6.7. 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 3.3 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.

                  (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.


                                       -6-

<PAGE>



                  (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 3.3 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."

                  18.      By adding the following new subsection 6.8 to the
plan immediately following subsection 6.7 thereof:

                  "6.8.  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

                                       -7-

<PAGE>



                           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, 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.

                                       -8-

<PAGE>



                  (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."

                  19.  By substituting the word "on" for the phrase "as at the
accounting date coincident with or next following" where the latter occurs in
the last sentence of subsection 7.1 of the plan.


                          [PAGES MISSING FROM MASTER.]


                  26.      By substituting the following for the final sentence
of subparagraph 7.10(e) of the plan:

         "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 6.7(d) of the
         plan at the time of repayment."

                  27.      By substituting the following for subparagraph
7.10(g) of the plan:

                  "(g)     Interest paid by a participant on a loan made to him
                           under this subsection 7.10 shall be credited to the
                           accounts of the participant as soon as
                           administratively possible after such interest payment
                           was made."

                  28.      By adding the following new subparagraph 7.10(i) to
the plan immediately following subparagraph 7.10(h) thereof:

                  "(i)     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

                                       -9-

<PAGE>



                           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."

                  29.      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."

                  30.      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."

                  31.      By substituting the following for the final sentence
of subsection 8.3 of the plan:

         "Once each month, a participant may withdraw all or a portion of the
         amounts specified in the next preceding sentence."

                  32.      By deleting subsection 12.6 of the plan and by
renumbering subsections 12.7 and 12.8 as subsections 12.6 and 12.7,
respectively.

                  IT IS FURTHER RESOLVED that particulars 18, 26 and 32 above
shall be effective as of January 1, 1994; particulars 7, 8 and 21 shall be
effective December 31, 1995; particulars 1 through 3, 11, 12, 13, 20 and 30
above shall be effective January 1, 1996; and the remaining particulars shall be
effective April 1, 1996.

                                      -10-

<PAGE>



                                 THIRD AMENDMENT
                                       OF
                        GOLDEN RETIREMENT SAVINGS PROGRAM
               (As Amended and Restated Effective January 1, 1993)

                  WHEREAS, this corporation maintains the GOLDEN RETIREMENT
SAVINGS 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 Subsection 11.2
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, shall be fully vested and have a 100%
         nonforfeitable interest in their matched employer contribution account
         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 Retirement Savings
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>



                                FOURTH AMENDMENT
                                       OF
                        GOLDEN RETIREMENT SAVINGS PROGRAM
               (As Amended and Restated Effective January 1, 1993)

         WHEREAS, this corporation maintains the GOLDEN RETIREMENT SAVINGS
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
July 1, 1998, 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 July 1, 1998 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 a member of a group of employees to which the
                           plan has been and continues to be extended by his
                           employer, either unilaterally or through collective
                           bargaining, as described in Supplement A.

                  (b)      He has completed twelve months of continuous
                           employment (as defined in subsection 2.2) or, if the
                           employee was hired by an employer before January 1,
                           1996, six months of continuous employment, or if the
                           employee is an hourly rated employee who is not
                           represented by a collective bargaining agent, one
                           month of continuous employment.

         Each employee who meets the requirements of both subparagraphs (a) and
         (b) above will become a participant 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 meets
                           the requirements of (a) and (b); or

                  (d)      If the employee is hired by an employer on or after
                           January, 1996, on the first day of the calendar month
                           (the 'monthly entry date') coincident with


<PAGE>



                           or next following the date he meets the requirements
                           of subparagraph (a) and (b)."

2.       By substituting the following sentence for the first sentence of
subsection 3.3 of the plan:

         "Subject to the limitations of the plan and in addition to the income
         deferral contributions made under subsection 3.1, each employer will
         contribute for a participant who is not represented by a collective
         bargaining agent and who has completed one year (1) of continuous
         service with the company, and for all other participants who are
         represented by a collective bargaining agent without regard to length
         of service, an amount equal to fifty percent (50%) of the income
         deferral contributions (but not exceeding $9,500 or such other amount
         as determined pursuant to Section 402(g) of the Code for plan years
         beginning on or after January 1, 1993) made (an behalf of the
         participant's matched employer contributions account for such period as
         provided under subsection 7.3."

                                      * * *

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 May 1, 1998, and that said resolutions
have not been changed or repealed.


                                                  /s/
                                               ---------------------------------
                                               Secretary as Aforesaid

The undersigned, as committee members under the Golden Retirement Savings
Program, hereby acknowledge receipt of a certified copy of the foregoing
amendment, and hereby consent thereto, this 30th day of June, 1998.

                                                  /s/
                                               ---------------------------------

                                                  /s/
                                               ---------------------------------

                                                  /s/
                                               ---------------------------------


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




<PAGE>



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

         WHEREAS, this corporation maintains the GOLDEN RETIREMENT SAVINGS
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 6.7(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 6.7(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 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


<PAGE>



         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, ___________________________, 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 ___________________,
1999, and that said resolutions have not been changed or repealed.


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


                                      * * *

The undersigned, as committee members under the Golden Retirement Savings
Program, hereby acknowledge receipt of a certified copy of the foregoing
amendment, and hereby consent thereto, this ___ day of _________________, 1999.

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

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

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

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



<PAGE>



                                TABLE OF CONTENTS

                                                                           PAGE

SECTION 1         INTRODUCTION...............................................-1-
         1.1.     Purpose....................................................-1-
         1.2.     Effective Date and Plan Year...............................-1-
         1.3.     Employers..................................................-1-
         1.4.     Plan Administration........................................-2-
         1.5.     Trustee, Trust Agreement, and Trust Fund...................-2-
         1.6.     Examination of Plan Documents..............................-2-
         1.7.     Notices....................................................-2-
         1.8.     Gender and Number..........................................-3-
         1.9.     Supplements................................................-3-

SECTION 2         ELIGIBILITY AND PARTICIPATION..............................-4-
         2.1.     Eligibility................................................-4-
         2.2.     Continuity of Employment...................................-5-
         2.3.     Leave of Absence...........................................-7-
         2.4.     Reemployed Former Participant..............................-7-
         2.5.     Leased Employment..........................................-7-

SECTION 3         EMPLOYER CONTRIBUTIONS.....................................-9-
         3.1.     Income Deferral Contributions..............................-9-
         3.2.     Compensation and Adjusted Compensation....................-10-
         3.3.     Matching Employer Contribution............................-10-
         3.4.     Limitations on Income Deferrals...........................-11-
         3.5.     Limitations on Matching Employer Contributions
                         and Participant Contributions......................-13-
         3.6.     Highly Compensated Participants...........................-16-
         3.7.     Verification of Employer Contributions....................-17-
         3.8.     No Interest in Employers..................................-17-

SECTION 4         PARTICIPANT CONTRIBUTIONS.................................-18-
         4.1.     Amount of Participant Contributions.......................-18-
         4.2.     Deduction or Payment of Participant Contributions.........-18-
         4.3.     Variation, Discontinuance, Resumption, and
                         Withdrawal of Participant Contributions............-18-

SECTION 5         PERIOD OF PARTICIPATION...................................-20-
         5.1.     Termination Date..........................................-20-
         5.2.     Restricted Participation..................................-21-

SECTION 6         ACCOUNTING................................................-22-

                                       -i-

<PAGE>



         6.1.     Separate Accounts.........................................-22-
         6.2.     Accounting Dates..........................................-22-
         6.3.     Adjustment of Participants' Accounts......................-23-
         6.4.     Statement of Account......................................-24-
         6.5.     Contribution Limitations..................................-24-
         6.6.     Investment Funds..........................................-26-

SECTION 7         PAYMENT OF ACCOUNT BALANCES...............................-28-
         7.1.     Retirement or Death.......................................-28-
         7.2.     Resignation or Dismissal..................................-28-
         7.3.     Forfeitures...............................................-29-
         7.4.     Manner of Distribution....................................-30-
         7.5.     Commencement of Distributions.............................-33-
         7.6.     Designation of Beneficiary................................-34-
         7.7.     Missing Participants or Beneficiaries.....................-34-
         7.8.     Facility of Payment.......................................-35-
         7.9.     Latest Date for Distribution..............................-36-
         7.10.    Loans to Participants.....................................-36-
         7.11.    Direct Transfer of Eligible Rollover Distributions........-39-
         7.12     Withdrawal of Income Deferral Contributions...............-39-

SECTION 8         PRIOR PLAN ACCOUNT........................................-42-
         8.1.     Transfer of Prior Plan Balance............................-42-
         8.2.     Prior Plan Accounts.......................................-42-
         8.3.     Withdrawals from Prior Plan Accounts......................-42-
         8.4.     Other Transferred Amounts and Rollovers...................-43-

SECTION 9         THE COMMITTEE.............................................-44-
         9.1.     Membership................................................-44-
         9.2.     Committee's General Powers, Rights, and Duties............-44-
         9.3.     Manner of Action..........................................-45-
         9.4.     Interested Committee Member...............................-46-
         9.5.     Resignation or Removal of Committee Members...............-46-
         9.6.     Committee Expenses........................................-46-
         9.7.     Information Required by Committee.........................-46-
         9.8.     Uniform Rules.............................................-47-
         9.9.     Review of Benefit Determinations..........................-47-
         9.10.    Committee's Decision Final................................-47-

SECTION 10        GENERAL PROVISIONS........................................-48-
         10.1.    Additional Employers......................................-48-
         10.2.    Action by Employers.......................................-48-
         10.3.    Waiver of Notice..........................................-48-
         10.4.    Controlling Law...........................................-48-

                                      -ii-

<PAGE>


         10.5.    Employment Rights.........................................-48-
         10.6.    Litigation by Participants................................-49-
         10.7.    Interests Not Transferable................................-49-
         10.8.    Absence of Guaranty.......................................-49-
         10.9.    Evidence..................................................-50-

SECTION 11        AMENDMENT AND TERMINATION.................................-51-
         11.1.    Amendment.................................................-51-
         11.2.    Termination...............................................-51-
         11.3.    Reorganizations...........................................-51-
         11.4.    Vesting and Distribution on Termination...................-52-
         11.5.    Notice of Amendment or Termination........................-52-
         11.6.    Plan Merger, Consolidation, Etc...........................-52-

SECTION 12        TOP-HEAVY RULES...........................................-54-
         12.1.     Purpose and Effect.......................................-54-
         12.2.    Top-Heavy Plan............................................-54-
         12.3.    Key Employee..............................................-55-
         12.4.    Aggregated Plans..........................................-55-
         12.5.    Minimum Contribution......................................-56-
         12.6.    Maximum Earnings..........................................-56-
         12.7.    No Duplication of Benefits................................-57-
         12.8.    Adjustment of Combined Benefit Limitations................-57-

SUPPLEMENT A.................................................................A-1



                                      -iii-

<PAGE>