EXHIBIT 2.1

PROSKAUER ROSE LLP
Counsel for Debtors and Debtors-in-Possession
1585 Broadway
New York, New York  10036
(212) 969-3000
Alan B. Hyman (AH-6655)
Michael E. Foreman (MF-5802)
Scott K. Rutsky (SR-0712)

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------------------x
                                                 :
In re:                                           :        (Chapter 11)
                                                 :
GOLDEN BOOKS FAMILY                              :
ENTERTAINMENT, INC., et al.,                     :        Case Nos. 99-10030
                                                 :        Through 99-10032 (TLB)
                                                 :
                       Debtors.                  :        (Jointly Administered)
                                                 :
-------------------------------------------------x


                          JOINT PLAN OF REORGANIZATION
                     UNDER CHAPTER 11 OF THE BANKRUPTCY CODE












Dated:   March 25, 1999
         New York, New York



<PAGE>

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------------------x
                                                 :
In re:                                           :        (Chapter 11)
                                                 :
GOLDEN BOOKS FAMILY                              :
ENTERTAINMENT, INC., et al.,                     :        Case Nos. 99-10030
                                                 :        Through 99-10032 (TLB)
                                                 :
                       Debtors.                  :        (Jointly Administered)
                                                 :
-------------------------------------------------x


                          JOINT PLAN OF REORGANIZATION
                     UNDER CHAPTER 11 OF THE BANKRUPTCY CODE



         Golden  Books  Family  Entertainment,  Inc.,  Golden  Books  Publishing
Company,  Inc. and Golden Books Home Video,  Inc.,  propose the following  joint
plan of  reorganization  under Section  1121(a) of title 11 of the United States
Code:


                                    ARTICLE 1

                      DEFINITIONS AND CONSTRUCTION OF TERMS

         Definitions;  Interpretation;  Application of Definitions  and Rules of
Construction.  For  purposes of this Plan,  the  following  terms shall have the
meanings  specified  in this  Article 1. A term used  herein that is not defined
herein, but that is used in the Bankruptcy Code, shall have the meaning ascribed
to that term in the  Bankruptcy  Code.  Wherever  from the  context  it  appears
appropriate, each term stated in either the singular or the plural shall include
both the singular and the plural and pronouns stated in the masculine,  feminine
or neuter  gender  shall  include the  masculine,  feminine  and neuter.  Unless
otherwise specified, all Section, article, schedule or exhibit references in the
Plan are to the respective  Section in, Article of,  Schedule to, or Exhibit to,
the Plan. The words "herein," "'hereof,"  "hereto,"  "hereunder" and other words
of  similar  import  refer  to the  Plan  as a whole  and not to any  particular
Section,  subSection or clause  contained in the Plan. The rules of construction
contained in Section 102 of the Bankruptcy Code shall apply to the  construction
hereof. The headings in the Plan are for convenience of reference only and shall
not limit or otherwise affect the provisions hereof.



                                        1

<PAGE>



         1.1  "Administrative  Expense  Claim" shall mean a Claim  Allowed under
Section 503(b) of the Bankruptcy Code that is entitled to priority under Section
507(a)(1) of the Bankruptcy Code, including,  without limitation, (a) any actual
and necessary costs and expenses of preserving the Estates or administering  the
Chapter 11 Cases as authorized and approved by a Final Order, (b) any actual and
necessary  costs and expenses  incurred in the  ordinary  course of the Debtors'
business,  (c) fees and expenses of Professionals to the extent Allowed by Final
Order under Sections 330, 331, or 503 of the  Bankruptcy  Code, and (d) all fees
and charges assessed against the Estates pursuant to 28 U.S.C. ss. 1930.

         1.2 "Allowed" shall mean, with reference to any Claim: (a) a Claim that
has been  listed by the  Debtors  in their  Schedules  and (i) is not  listed as
disputed,  contingent  or  unliquidated,  and  (ii) is not a Claim as to which a
proof of claim has been filed;  (b) a Claim as to which a timely  proof of Claim
has been  filed  as of the Bar Date and  either  (i) no  objection  thereto,  or
application to estimate,  equitably subordinate or otherwise limit recovery, has
been made on or before any applicable deadline, or (ii) if an objection thereto,
or application to estimate,  equitably  subordinate or otherwise limit recovery,
has been  interposed,  the extent to which such  Claim  (whether  in whole or in
part) has been allowed by a Final Order;  (c) a Claim  arising from the recovery
of  property  under  Section  550 or 553 of the  Bankruptcy  Code and allowed in
accordance with Section 502(h) of the Bankruptcy  Code; or (d) any Claim allowed
under this Plan.

         1.3 "Ballot" shall mean the form or forms distributed to each holder of
an impaired  Claim or Equity  Interest  entitled to vote on the Plan on which an
acceptance or rejection of the Plan shall be indicated.

         1.4 "Bankruptcy Code" shall mean title 11 of the United States Code, as
amended from time to time, as  applicable  to the  Chapter 11 Cases.  

         1.5 "Bankruptcy  Court" shall mean the United States District Court for
the Southern District of New York having jurisdiction over the  Chapter 11 Cases
and, to the  extent of any reference under 28 U.S.C.  ss.  157, the unit of such
District Court under 28 U.S.C. ss. 151.

         1.6  "Bankruptcy  Rules"  shall mean the  Federal  Rules of  Bankruptcy
Procedure as  promulgated  under 28 U.S.C.  ss. 2075, and any Local Rules of the
Bankruptcy Court.

         1.7  "Bar Date" shall  mean the date  fixed by order of the  Bankruptcy
Court by which  Persons  asserting a Claim against the Debtors must file a proof
of claim or be forever  barred  from  asserting  a Claim  against the Debtors or
their  property  and from  voting on the Plan  and/or  sharing in  distributions
hereunder.

         1.8  "Business Day" shall mean any day other than a Saturday, Sunday or
legal holiday, as such term is defined in Bankruptcy Rule 9006.



                                        2

<PAGE>



         1.9 "Cash" shall mean cash, cash equivalents (including personal checks
drawn on a bank insured by the Federal Deposit Insurance Corporation,  certified
checks and money orders) and other readily  marketable direct obligations of the
United States of America and certificates of deposit issued by banks.

         1.10 "Causes of Action"  shall mean,  without  limitation, any  and all
actions, causes of action, liabilities,  obligations, rights, suits, debts, sums
of money, damages,  judgments,  Claims and demands whatsoever,  whether known or
unknown, in law, equity or otherwise.

         1.11 "Chapter 11 Cases" shall mean the Debtors'  cases under Chapter 11
of the Bankruptcy Code administered in the Bankruptcy Court.

         1.12 "Claim"  shall mean a claim  against a Person or its  property  as
defined in Section 101(5) of the Bankruptcy Code, including, without limitation,
(a) any right to  payment,  whether or not such  right is  reduced to  judgment,
liquidated,  unliquidated,  fixed,  contingent,  matured,  unmatured,  disputed,
undisputed,  legal,  equitable,  secured  or  unsecured;  or (b) any right to an
equitable  remedy for breach of performance if such breach gives rise to a right
to  payment,  whether  or not such  right to an  equitable  remedy is reduced to
judgment, fixed, contingent,  matured, unmatured,  disputed, undisputed, secured
or unsecured.

         1.13 "Class" shall mean a category of Persons  holding Claims or Equity
Interests which are substantially  similar in nature to the Claims or the Equity
Interests of other  holders in such Class,  as  designated  in Article 3 of this
Plan.

         1.14 "Collateral"  shall mean any  property or interest  in property of
the Estates  subject to a Lien to secure the payment or  performance of a Claim,
which Lien is not subject to avoidance  under the  Bankruptcy  Code or otherwise
invalid under the Bankruptcy Code or applicable state law.

         1.15 "Confirmation  Date" shall mean the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order on the docket.

         1.16  "Confirmation  Hearing"  shall  mean  the  hearing  held  by  the
Bankruptcy  Court to consider  confirmation of the Plan pursuant to Section 1129
of the Bankruptcy  Code, as such hearing may be adjourned or continued from time
to time.

         1.17 "Confirmation  Order" shall mean the order of the Bankruptcy Court
confirming the Plan pursuant to the provisions of the Bankruptcy Code.

         1.18 "Contingent Claim" shall mean any Claim for which a proof of claim
has been  filed  with the  Bankruptcy  Court  (a)  which  was not filed in a sum
certain,  or which has not accrued and is dependent upon a future event that has
not occurred or may never occur, and (b) which has not been Allowed.



                                        3

<PAGE>



         1.19 "Convertible Debenture Claims" shall mean all Claims based upon or
evidenced by a Convertible Debenture.

         1.20   "Convertible   Debentures"  shall  mean  the  8.75%  convertible
debentures  due 2016 issued by Publishing  and Parent in the original  principal
amount of $118 million pursuant to the Convertible Debenture Indenture.

         1.21  "Convertible   Debenture   Indenture"  shall  mean  that  certain
indenture dated August 20, 1996, as amended or supplemented from time to time in
accordance with the terms thereof, among Parent,  Publishing and the Bank of New
York, as Trustee.

         1.22  "Debt Securities  Recission or Damage  Claims" shall mean any and
all Claims (including,  without limitation, all Claims asserted or assertable in
that certain consolidated litigation pending in the United States District Court
for the Southern District of New York encaptioned  "Kevin Lemmer v. Golden Books
Family  Entertainment,  Inc.,  et al., Case No. 98 CIV 5748 (AGS) and Green Fund
and Cynthia Green Colin v. Golden Books Family Entertainment, Inc., et al., Case
No. 98 CIV 7072  (AGS)"):  (i) for recission of the purchase or sale of any debt
instruments issued by any or all of the Debtors (including,  without limitation,
Old Senior  Notes,  TOPrS  Certificates  or  Convertible  Debentures),  (ii) for
damages arising from the purchase or sale of any debt instruments  issued by any
or all of the Debtors (including,  without  limitation,  Old Senior Notes, TOPrS
Certificates  or  Convertible   Debentures),   or  (iii)  for  reimbursement  or
contribution in connection with such recission or damage Claims.

         1.23  "Debtors" shall mean, collectively, Parent, Publishing and Video.

         1.24  "Debtors-in-Possession"  shall mean the Debtors in their capacity
as  debtors-in-possession  in the Chapter 11 Cases pursuant to Sections  1107(a)
and 1108 of the Bankruptcy Code.

         1.25  "DIP  Financing  Order"  shall  mean the  order or  orders of the
Bankruptcy  Court approving and  authorizing  the terms of  debtor-in-possession
financing  arrangements  in the  Chapter  11  cases  pursuant  to the  DIP  Loan
Documents.

         1.26  "DIP Lender" shall mean the lender or lenders  under the DIP Loan
Documents.

         1.27  "DIP Loan  Documents" shall mean all  documents  and  instruments
evidencing  and/or  setting  forth the terms of  debtor-in-possession  financing
arrangements in the Chapter 11 Cases as approved by the DIP Financing Order.

         1.28  "Disclosure   Statement"  shall  mean  the  disclosure  statement
relating to the Plan, including,  without limitation, all exhibits and schedules
thereto,  in the form approved by the Bankruptcy  Court pursuant to Section 1125
of the Bankruptcy Code.



                                        4

<PAGE>



         1.29 "Disputed" shall mean, with respect to Claims or Equity Interests,
any such Claim or Equity Interest:

                  (a)  that is listed in the Schedules as unliquidated, disputed
or contingent; or

                  (b) as to which the Debtors or any other party-in-interest has
interposed  a timely  objection  or request  for  estimation,  or have sought to
equitably  subordinate  or  otherwise  limit  recovery  in  accordance  with the
Bankruptcy Code and the Bankruptcy Rules, or which is otherwise  disputed by the
Debtors  in  accordance  with  applicable  law,  which  objection,  request  for
estimation,  action to limit  recovery  or  dispute  has not been  withdrawn  or
determined by Final Order; or

                  (c)  which is a Contingent Claim.

         1.30  "Distribution  Agreement"  shall  mean,  collectively,  (i)  that
certain  agreement  dated as of November 11, 1997, by and between Video and Sony
Music (a Group of Sony Music  Entertainment,  Inc.),  as such agreement may have
been amended or  supplemented  from time to time, and (ii) that certain  license
agreement, dated as of January 1, 1998, between Publishing and Video, respecting
Video's license from  Publishing of rights to the Golden  Properties (as defined
therein),  as such agreement may have been amended or supplemented  from time to
time.

         1.31  "Distribution Record Date" shall mean the Confirmation Date.

         1.32  "Effective  Date"  shall mean the date which is eleven  (11) days
after the  Confirmation  Date,  or if such date is not a Business  Day, the next
succeeding  Business  Day;  provided,  however,  that if, as of such  date,  all
conditions to the  occurrence of the Effective  Date set forth in Section 8.1 of
this Plan have not been  satisfied  or waived  pursuant  to Section  8.2 of this
Plan,  then the  first  Business  Day on which  all such  conditions  have  been
satisfied or waived.

         1.33  "Equity  Interests"  shall  mean, collectively,  Old    Preferred
Stock Interests and Old Common Stock Interests.

         1.34  "Equity  Interest  Recission or Damage Claims" shall mean any and
all Claims (including,  without limitation, all Claims asserted or assertable in
that certain consolidated litigation pending in the United States District Court
for the Southern District of New York encaptioned  "Kevin Lemmer v. Golden Books
Family  Entertainment,  Inc.,  et al., Case No. 98 CIV 5748 (AGS) and Green Fund
and Cynthia Green Colin v. Golden Books Family Entertainment, Inc., et al., Case
No.  98 CIV 7072  (AGS)"):  (i) for  recission  of the  purchase  or sale of Old
Preferred Stock Interests  and/or Old Common Stock  Interests;  (ii) for damages
arising from the purchase or sale of Old Preferred  Stock  Interests  and/or Old
Common Stock Interests; or (iii) for reimbursement or contribution in connection
with such recission or damage Claims.



                                        5

<PAGE>



         1.35  "Estates" shall mean the estates  created in the Chapter 11 Cases
pursuant to Section 541 of the Bankruptcy Code.

         1.36  "Final Order"  shall mean an order or judgment of the  Bankruptcy
Court as to which  the time to  appeal,  petition  for  certiorari,  or move for
reargument  or  rehearing  has expired and as to which no appeal,  petition  for
certiorari,  or other  proceedings  for  reargument  or rehearing  shall then be
pending or as to which any right to appeal, petition for certiorari, reargue, or
rehear shall have been waived in writing in form and substance  satisfactory  to
the Debtors or the Reorganized  Debtors or, in the event that an appeal, writ of
certiorari,  or reargument or rehearing  thereof has been sought,  such order or
judgment of the Bankruptcy Court shall have been determined by the highest court
to which such order was appealed,  or certiorari,  reargument or rehearing shall
have  been  denied  and the  time to  take  any  further  appeal,  petition  for
certiorari  or move for  reargument or rehearing  shall have expired;  provided,
however,  that the  possibility  that a motion  under  Rule 59 or Rule 60 of the
Federal Rules of Civil  Procedure,  or any analogous  rule under the  Bankruptcy
Rules, may be filed with respect to such order shall not cause such order not to
be a Final Order.

         1.37 "General Secured Claim" shall mean any Secured Claim other than an
Old Senior Note Claim and a GPH Claim.

         1.38  "General  Unsecured  Claim"  shall  mean any Claim  that is not a
Secured Claim, Administrative Expense Claim, Priority Tax Claim, Priority Claim,
Old Senior Note Claim, GPH Claim, TOPrS Claim, TOPrS Securities Litigation Claim
or Common Stock Securities  Litigation Claim. General Unsecured Claims shall not
include any portion of Old Senior Note Claims or GPH Claims that are not Secured
Claims.

         1.39 "GPH" shall mean Golden Press Holding,  L.L.C., a Delaware limited
liability company.

         1.40 "GPH  Claims"  shall mean all Claims  based upon or evidenced by a
GPH Note.

         1.41  "GPH Note  Purchase  Agreement"  shall  mean  that  certain  note
purchase  agreement  dated as of September 8, 1998,  among GPH,  Publishing  and
Video.

         1.42  "GPH  Notes"  shall  mean  the  promissory  notes of Video in the
original  principal  amount  of $10  million  issued  pursuant  to the GPH  Note
Purchase Agreement.

         1.43  "Indemnification  Claims" shall mean all obligations  relating to
contribution, indemnification and exculpation by Parent and its subsidiaries, as
arise under  applicable laws or agreements or as provided in any of (i) Parent's
certificate  of  incorporation  as in effect  prior to or as of the date hereof,
(ii)  Parent's  by-laws in effect prior to or as of the date  hereof,  (iii) any
agreement with Parent,  or (iv) the certificates of incorporation,  by-laws,  or
similar  documents or agreements of or with any of Parent's  subsidiaries  as in
effect prior to or as of the date hereof.



                                        6

<PAGE>



         1.44  "Indenture  Trustee  Charging  Lien" shall mean any lien or other
priority in payment  available to the Old Senior Note Indenture Trustee pursuant
to the Old Senior Note  Indenture,  or the TOPrS  Trustee  pursuant to the TOPrS
Trust and/or Convertible Debenture Indenture, or otherwise available to all such
Persons under  applicable law, for the payment of fees and expenses  incurred by
such  Persons,  to the extent not paid pursuant to the  applicable  terms of the
Plan.

         1.45  "Informal  Committees"  shall mean,  collectively,  the  Informal
Senior Note Committee and the Informal TOPrS Committee.

         1.46 "Informal  Senior Note Committee"  shall mean the ad hoc committee
of  holders  of Old  Senior  Notes as  constituted  and in  existence  as of the
Petition Date and which has retained  Stroock & Stroock & Lavan LLP, as counsel,
and  Houlihan  Lokey  Howard  & Zukin,  as  financial  advisors,  as same may be
reconstituted from time to time.

         1.47  "Informal  TOPrS  Committee"  shall mean the ad hoc  committee of
holders of TOPrS Certificates as constituted and in existence as of the Petition
Date and which has retained Cleary,  Gottlieb, Steen & Hamilton, as counsel, and
Jefferies & Co., Inc., as financial advisors,  as same may be reconstituted from
time to time.

         1.48 "Lien" shall have the meaning set forth in Section  101(37) of the
Bankruptcy  Code;  except that a lien that has been avoided in  accordance  with
Sections  544,  545,  546,  547,  548 or 549 of the  Bankruptcy  Code  shall not
constitute a lien.

         1.49 "Management Stock Option Plan" shall mean the stock option plan to
be established by Reorganized Parent,  substantially in the form included in the
Plan Supplement, which plan shall provide for the issuance upon exercise of such
options  of  shares  of  New  Parent  Common  Stock   constituting   10%,  on  a
fully-diluted  basis, of the authorized shares of New Parent Common Stock on the
Effective Date.

         1.50 "New Parent  Common  Stock"  shall mean the $____ par value common
stock of  Reorganized  Parent issued  pursuant to this Plan and the  Reorganized
Parent Charter.

         1.51 "New  Senior  Notes"  shall  mean the senior  secured  notes to be
issued by Reorganized  Publishing  pursuant to the New Senior Note Indenture and
distributed  to holders of Allowed Old Senior  Note  Claims  pursuant to Section
4.3(c) of the Plan.

         1.52 "New Senior Note Indenture" shall mean the indenture,  dated as of
the  Effective  Date,  between  Reorganized  Publishing  and the New Senior Note
Indenture  Trustee  respecting the New Senior Notes,  substantially  in the form
included in the Plan Supplement.

         1.53 "New Senior Note Indenture Trustee" shall mean the Old Senior Note
Indenture  Trustee or such other entity  reasonably  acceptable  to the Informal
Senior Note  Committee  who shall act as indenture  trustee under the New Senior
Note Indenture.


                                        7

<PAGE>



         1.54  "New  Senior  Note  Security  Agreement" shall mean the  security
agreement, dated as of the Effective Date, respecting the collateral which shall
secure the New Senior Notes.

         1.55  "New Warrants" shall mean warrants issued pursuant to the Warrant
Agreement  to  purchase  that  number  of  shares  of New  Parent  Common  Stock
constituting  5% of the  authorized  shares of New  Parent  Common  Stock on the
Effective Date,  which shall be exercisable  until the third  anniversary of the
Effective Date at a price of $__________ per share; provided,  however, that the
foregoing  percentage  is subject to dilution by (i) shares of New Parent Common
Stock issued in accordance with the Management  Stock Option Plan, and (ii) such
other shares as may be authorized and issued pursuant to the Reorganized  Parent
Charter.

         1.56 "Official Committee" shall mean the official committee(s), if any,
appointed  in the Chapter 11 Cases  pursuant to Section  1102 of the  Bankruptcy
Code, as the same may be constituted from time to time.

         1.57 "Old  Common  Stock  Interests"  shall mean the  equity  interests
represented by duly authorized,  validly issued and outstanding shares of common
stock of Parent, par value $.01 per share,  together with all accrued and unpaid
dividends on the Old Preferred Stock Interests, prior to the Effective Date.

         1.58 "Old Preferred Stock  Interests"  shall mean the equity  interests
represented by duly authorized,  validly issued and outstanding shares of Series
B Convertible  Preferred Stock of Parent,  no par value per share,  prior to the
Effective Date.

         1.59 "Old Senior  Notes" shall mean the 7.65% senior notes due 2002, in
the original principal amount of $150 million, issued pursuant to the Old Senior
Note Indenture.

         1.60 "Old  Senior  Note  Claims"  shall mean all  claims  based upon or
evidenced by an Old Senior Note.

         1.61 "Old  Senior Note  Indenture"  shall mean that  certain  indenture
dated as of September 15, 1992, as amended or supplemented  from time to time in
accordance  with the terms thereof,  between  Publishing and the Old Senior Note
Indenture Trustee, pursuant to which the Old Senior Notes were issued.

         1.62 "Old  Senior Note  Indenture  Trustee"  shall mean Marine  Midland
Bank,  as  successor  indenture  trustee  to the Bank of New York  under the Old
Senior Note Indenture.

         1.63 "Parent" shall mean  Golden  Books  Family  Entertainment, Inc., a
Delaware corporation.



                                        8

<PAGE>



         1.64  "Person"  shall mean any  individual,  corporation,  partnership,
joint  venture,   association,   joint-stock  company,   trust,   unincorporated
association  or  organization,  governmental  agency  or  political  subdivision
thereof.

         1.65 "Petition Date" shall mean the respective date or dates upon which
the Debtors filed their voluntary Chapter 11 petitions with the Bankruptcy Court
pursuant to the Bankruptcy Code.

         1.66  "Plan"  shall  mean  this  Chapter  11  plan  of  reorganization,
including,  without limitation,  the Plan Supplement and the Plan Documents, and
all exhibits,  supplements,  appendices and schedules hereto and thereto, either
in its present form or as the same may be altered, amended or modified from time
to time.

         1.67 "Plan Documents" shall mean the Reorganized Debtors' Charters, the
Management Stock Option Plan, the New Senior Note Indenture, the New Senior Note
Security  Agreement (and all other documents  relating to the New Senior Notes),
the Registration Rights Agreement, the Warrant Agreement, and the Post-Effective
Date Financing Facility  Documents,  as they may be amended at any time prior to
the conclusion of the Confirmation  Hearing,  or thereafter,  in accordance with
Section 12.4 hereof.

         1.68 "Plan Supplement" shall mean the supplement,  containing copies of
the Plan  Documents,  which shall be filed with the Bankruptcy  Court.  The Plan
Supplement is incorporated  into, and is a part of, this Plan as if set forth in
full herein,  and all  references to this Plan shall refer to this Plan together
with all  documents  contained  in the  Plan  Supplement.  The  Plan  Supplement
(containing  drafts or final versions of the Plan Documents) shall be filed with
the Bankruptcy  Court as early as practicable  (but in no event later than seven
(7)  Business  Days)  prior to the  deadline  fixed  for  filing  objections  to
Confirmation  of the Plan,  or on such  other date as the  Bankruptcy  Court may
establish.

         1.69   "Post-Effective   Date   Financing   Facility"   shall   mean  a
post-Effective  Date term loan and working capital  revolving  credit  financing
between the Reorganized Debtors and a lender selected by the Reorganized Debtors
in consultation with the Informal Committees  containing terms and conditions in
form and substance acceptable to the Reorganized Debtors.

         1.70  "Post-Effective Date Financing Facility Documents" shall mean the
documents  or term sheets  setting  forth the terms of the  Post-Effective  Date
Financing Facility, substantially in the form included in the Plan Supplement.

         1.71  "Priority  Claims"  shall mean any and all  Claims  (or  portions
thereof),  if any,  entitled to priority  under Section 507(a) of the Bankruptcy
Code other than Priority Tax Claims and Administrative Expense Claims.



                                        9

<PAGE>



         1.72 "Priority Tax Claim" shall mean any Claim of a  governmental  unit
entitled to priority under Section 507(a)(8) of the Bankruptcy Code.

         1.73 "Professionals"  shall mean those Persons (a) employed pursuant to
an order of the Bankruptcy  Court in accordance with Sections 327 or 1103 of the
Bankruptcy  Code and to be  compensated  for services  pursuant to Sections 327,
328, 329, 330 and 331 of the Bankruptcy Code, or (b) for which  compensation and
reimbursement  has been  allowed by the  Bankruptcy  Court  pursuant  to Section
503(b)(4) of the Bankruptcy Code.

         1.74 "Pro Rata Share"  shall mean a  proportionate  share,  so that the
ratio of the consideration  distributed on account of an Allowed Claim or Equity
Interest in a Class to the amount of such  Allowed  Claim or Equity  Interest is
the same as the ratio of the amount of the consideration  distributed on account
of all  Allowed  Claims or Equity  Interests  in such Class to the amount of all
Allowed Claims or Equity Interests in such Class.

         1.75 "Publishing"  shall mean  Golden  Books  Publishing Company, Inc.,
a Delaware corporation.

         1.76 "Publishing  Notes" shall mean the promissory notes of Publishing,
dated as of September 8, 1998, in the original  principal amount of $10 million,
issued in connection with, and pledged as collateral for, the GPH Notes.

         1.77  "Recission  or  Damage  Claims"  shall  mean,  collectively  Debt
Securities  Recission or Damage Claims and Equity  Interest  Recission or Damage
Claims.

         1.78  "Registration  Rights Agreement" shall have the meaning set forth
in Section 5.20 of the Plan.

         1.79  "Released  Parties"  shall  mean,   collectively,   the  Debtors,
Reorganized Debtors,  members of the Informal Senior Note Committee,  members of
the Informal TOPrS Committee,  GPH (and including,  without limitation,  each of
its  members  and all of the  partners  of any  such  member),  and all past and
present officers,  directors, agents, employees, counsel, financial advisors and
Professionals of each of the foregoing.

         1.80 "Reorganized Debtors" shall mean collectively, Reorganized Parent,
Reorganized  Publishing and  Reorganized  Video,  or any  successors  thereto by
merger, consolidation or otherwise, on or after the Effective Date.

         1.81  "Reorganized  Debtors'  Charters" shall mean,  collectively,  the
amended  and  restated  certificates  of  incorporation  and  bylaws  of each of
Reorganized Parent,  Reorganized Publishing,  and Reorganized Video, which shall
be substantially in the forms contained in the Plan Supplement.



                                       10

<PAGE>



         1.82  "Reorganized  Parent" shall mean Parent, or any successor thereto
by merger, consolidation or otherwise, on and after the Effective Date.

         1.83 "Reorganized Parent Charter" shall mean, collectively, the amended
and restated  certificate of  incorporation  and bylaws of  Reorganized  Parent,
which shall be substantially in the forms contained in the Plan Supplement.

         1.84 "Reorganized  Publishing" shall mean Publishing,  or any successor
thereto by merger, consolidation or otherwise, on and after the Effective Date.

         1.85 "Reorganized  Video" shall mean Video, or any successor thereto by
merger, consolidation or otherwise, on and after the Effective Date.

         1.86  "Restructuring  Agreement" shall mean that certain  restructuring
agreement,  dated as of March 11, 1999, a copy of which is attached as Exhibit D
to the Disclosure Statement.

         1.87 "Retiree Benefits" shall mean payments to any entity or Person for
the purpose of providing or  reimbursing  payments for retired  employees of the
Debtors  and of any other  entities as to which the  Debtors  are  obligated  to
provide  retiree  benefits and the eligible  spouses and eligible  dependents of
such retired employees, for medical,  surgical, or hospital care benefits, or in
the event of death of a retiree  under any plan,  fund or program  (through  the
purchase of insurance or  otherwise)  maintained or  established  by the Debtors
prior to the Petition Date, as such plan,  fund or program was then in effect or
as heretofore or hereafter amended.

         1.88  "Schedules"  shall mean the schedules of assets and  liabilities,
the list of holders of interests and the  statements of financial  affairs filed
by the Debtors  under Section 521 of the  Bankruptcy  Code and  Bankruptcy  Rule
1007, as such  schedules,  lists and statements have been or may be supplemented
or amended from time to time.

         1.89 "Secured Claim" shall mean any Claim,  to the extent  reflected in
the Schedules or a proof of claim as a Secured Claim, which is secured by a Lien
on  Collateral to the extent of the value of such  Collateral,  as determined in
accordance  with Section  506(a) of the  Bankruptcy  Code, or, in the event that
such Claim is subject to setoff under Section 553 of the Bankruptcy Code, to the
extent of such setoff.

         1.90  "Subsidiary"  shall  mean any  entity  of which  the  outstanding
capital  stock  entitled  to vote  for the  election  of  directors  is owned or
controlled,  directly or indirectly, by a Debtor, by one or more Subsidiaries of
a Debtor, or by a Debtor and one or more of its other Subsidiaries.

         1.91 "Subsidiary  Equity Interest" shall mean any share of common stock
or other  instrument  evidencing  a  present  ownership  interest  in any of the
Subsidiaries,  whether or not  transferable,  and any option,  warrant or right,
contractual or otherwise, to acquire any such interest.



                                       11

<PAGE>



         1.92  "Substantive  Consolidation  Order"  shall  mean  the  order,  or
provisions of the Confirmation Order,  substantively  consolidating the Debtors'
Estates as provided in Article 8 hereof.

         1.93  "TOPrS  Certificates"  shall  mean the  8.75%  Convertible  Trust
Originated Preferred Securities due 2016 issued by Golden Books Financing Trust,
a Delaware business trust, pursuant to the TOPrS Trust.

         1.94 "TOPrS Claims" shall mean, collectively,  all claims based upon or
evidenced  by a TOPrS  Certificate  and/or a  Convertible  Debenture,  provided,
however,  that TOPrS Claims shall not include any Debt  Securities  Recission or
Damage Claims.

         1.95  "TOPrS  Trust"  shall  mean that  certain  amended  and  restated
declaration of trust dated August 20, 1996  respecting the issuance of the TOPrS
Certificates.

         1.96 "TOPrS Trustee" shall mean, collectively, the trustee with respect
to the TOPrS Trust and the  indenture  trustee under the  Convertible  Debenture
Indenture.

         1.97   "Video" shall mean  Golden  Books Home Video, Inc.,  a  Delaware
corporation.

         1.98  "Warrant  Agreement"  shall mean the  warrant  agreement  between
Reorganized  Parent and the warrant agent named  therein,  substantially  in the
form included in the Plan Supplement.

                                    ARTICLE 2

                       TREATMENT OF ALLOWED ADMINISTRATIVE
                 EXPENSE CLAIMS AND ALLOWED PRIORITY TAX CLAIMS

         2.1  Non-Classification.  As  provided  in  Section  1123(a)(1)  of the
Bankruptcy Code,  Administrative  Expense Claims and Priority Tax Claims against
the  Debtors  are not  classified  for the  purposes  of voting on or  receiving
distributions  under this Plan. All such Claims are instead  treated  separately
upon the terms set forth in this Article 2.

         2.2  Administrative Expense Claims.

                  (a) In General.  All  Administrative  Expense  Claims shall be
paid in full,  in Cash,  in such  amounts as (a) are  incurred  in the  ordinary
course of business by the Debtors,  (b) are Allowed by the Bankruptcy Court upon
the later of the  Effective  Date,  the date upon which  there is a Final  Order
allowing such  Administrative  Expense Claim or any other date specified in such
order,  or (c) may be agreed  upon  between  the  holder of such  Administrative
Expense Claim and the Debtors. Such Administrative  Expense Claims shall include
obligations  to the DIP Lender,  costs incurred in the operation of the Debtors'
businesses  after the  Petition  Date,  the fees and  expenses of  Professionals
retained by the Debtors, the Informal Senior Note Committee, the Old Senior Note
Indenture  Trustee,  the Informal TOPrS Committee,  the TOPrS Trustee,  GPH, any
statutory


                                       12

<PAGE>



committee  appointed  to serve in the Chapter 11 Cases,  and the fees due to the
United States Trustee  pursuant to 28 U.S.C.  ss. 1930. The reasonable  fees and
expenses  incurred  on or  before  the  Effective  Date by the Old  Senior  Note
Indenture  Trustee,  the TOPrS Trustee,  the members of the Informal Senior Note
Committee and the Informal TOPrS Committee, including the respective counsel and
financial  advisors to such committees,  and the reasonable fees and expenses of
counsel to GPH,  incurred in  connection  with the Chapter 11 Cases or this Plan
shall  be paid by the  Reorganized  Debtors  as  Administrative  Expense  Claims
(without  application  by, or on behalf  of, any such  Person to the  Bankruptcy
Court, unless  specifically  ordered by the Bankruptcy Court, or any such Person
has been retained by an Official  Committee  pursuant to Sections 327 or 1103 of
the  Bankruptcy  Code,  in either of which events,  Section  2.2(b) of this Plan
shall apply). If the Reorganized Debtors and any such Person cannot agree on the
amount of fees and  expenses to be paid to such  Person,  such  amount  shall be
determined by the Bankruptcy Court.

                  (b)  Professional   Compensation  and  Expense   Reimbursement
Claims.  All entities  seeking an award by the Bankruptcy  Court of Professional
Fees, or of  compensation  for services  rendered or  reimbursement  of expenses
incurred through and including the Confirmation  Date under Sections  503(b)(2),
503(b)(3),  503(b)(4) or 503(b)(5) of the Bankruptcy  Code, (a) shall file their
respective  final  applications  for  allowances  of  compensation  for services
rendered and  reimbursement of expenses  incurred through the Confirmation  Date
within thirty (30) days after the Confirmation  Date, and (b) if granted such an
award by the  Bankruptcy  Court,  shall be paid in full in such  amounts  as are
allowed by the  Bankruptcy  Court (i) on the later of the Effective  Date or the
date such Administrative Expense Claim becomes an Allowed Administrative Expense
Claim, or as soon  thereafter as is  practicable,  (ii) upon such other terms as
may be mutually  agreed upon  between  such holder of an Allowed  Administrative
Expense Claim and the Debtors-in-Possession or, on and after the Effective Date,
the Reorganized Debtors, or (iii) in accordance with the terms of any applicable
administrative   procedures   order  entered  by  the  Bankruptcy   Court.   All
Professional  Fees for services rendered in connection with the Chapter 11 Cases
and the Plan after the Confirmation Date, including,  without limitation,  those
relating to the occurrence of the Effective  Date, the  prosecution of Causes of
Action preserved hereunder and the resolution of Disputed Claims,  shall be paid
by the Reorganized Debtors upon receipt of an invoice therefor, or on such other
terms as the  Reorganized  Debtors  may agree to,  without  the need for further
Bankruptcy  Court  authorization  or entry of a Final Order.  If the Reorganized
Debtors and any  Professional  cannot  agree on the amount of  post-Confirmation
Date fees and  expenses to be paid to such  Professional,  such amount  shall be
determined by the Bankruptcy Court.

                  (c) Treatment of Claims of DIP Lender. Simultaneously with the
closing of the  Post-Effective  Date  Financing  Facility,  all of the  Debtors'
obligations to the DIP Lender  pursuant to the DIP Loan Documents shall be fully
and finally satisfied in accordance with the terms thereof.

         2.3 Priority Tax Claims.  Allowed  Priority Tax Claims shall be paid in
full, in Cash, upon the later of (a) the Effective Date, (b) the date upon which
there is a Final Order allowing such Claim as an Allowed Priority Tax Claim, (c)
the date that such Allowed Priority Tax Claim would have been due if the Chapter
11 Cases had not been commenced, or (d) upon such other terms as may be


                                       13

<PAGE>



agreed to between the Debtors and any holder of an Allowed  Priority  Tax Claim;
provided,  however, that the Debtors may, at their option, in lieu of payment in
full of Allowed  Priority Tax Claims on the Effective  Date,  make Cash payments
respecting  Allowed  Priority  Tax Claims  deferred to the extent  permitted  by
Section 1129(a)(9) of the Bankruptcy Code and, in such event,  interest shall be
paid on the unpaid  portion of such  Allowed  Priority Tax Claim at a rate to be
agreed to by the Debtors and the appropriate  governmental  unit or, if they are
unable to agree, as determined by the Bankruptcy Court.

                                    ARTICLE 3

                  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

         Claims,  other than  Administrative  Expense  Claims and  Priority  Tax
Claims,  and Equity Interests are classified for all purposes,  including voting
on, confirmation of and distribution pursuant to the Plan, as follows:

    Class                                                                 Status
    -----                                                                 ------
Class 1 --    Priority Claims.........................................Unimpaired
Class 2 --    General Secured Claims..................................Unimpaired
              (Each General Secured Claim shall  constitute a separate Class
              numbered 2.1, 2.2, 2.3 and so on.)
Class 3 --    Old Senior Note Claims....................................Impaired
Class 4 --    GPH Claims................................................Impaired
Class 5 --    TOPrS Claims..............................................Impaired
Class 6 --    General Unsecured Claims ...............................Unimpaired
Class 7 --    Debt Securities Recission or Damage Claims................Impaired
Class 8 --    Old Preferred Stock Interests.............................Impaired
Class 9 --    Old Common Stock Interests................................Impaired
Class 10 -    Equity Interest Recission or Damage Claims................Impaired
Class 11 -    Subsidiary Equity Interests.............................Unimpaired


                                       14

<PAGE>


                                    ARTICLE 4

                    TREATMENT OF CLAIMS AND EQUITY INTERESTS

         4.1      CLASS 1 -- ALLOWED PRIORITY CLAIMS.

                  (a) Impairment and Voting.  Class 1 is unimpaired by the Plan.
Consequently,  each holder of an Allowed Priority Claim is conclusively presumed
to have  accepted  the Plan and is not  entitled to vote to accept or reject the
Plan.

                  (b)  Distributions.  Each holder of an Allowed  Priority Claim
shall  receive  Cash in an amount equal to such  Allowed  Priority  Claim on the
later of the Effective  Date and the date such Priority Claim becomes an Allowed
Priority Claim, or as soon thereafter as is practicable, unless the holder of an
Allowed  Priority  Claim  and  the  Reorganized  Debtors  agree  to a  different
treatment thereof.

         4.2      CLASS 2 -- GENERAL SECURED CLAIMS.

                  (a) Impairment and Voting.  Class 2 is unimpaired by the Plan.
Consequently,  each holder of an Allowed  General  Secured Claim is conclusively
presumed  to have  accepted  the Plan and is not  entitled  to vote to accept or
reject the Plan.

                  (b) Distributions.  At the option of the Reorganized  Debtors,
(i) an Allowed General Secured Claim shall be reinstated and rendered unimpaired
in accordance with Section  1124(2) of the Bankruptcy  Code, (ii) a holder of an
Allowed  General  Secured  Claim shall  receive  Cash in an amount equal to such
Allowed  General  Secured Claim,  including any interest on such Allowed General
Secured Claim  required to be paid pursuant to Section  506(b) of the Bankruptcy
Code, on the later of the Effective Date and the date such General Secured Claim
becomes  an  Allowed  General  Secured  Claim,  or  as  soon  thereafter  as  is
practicable, or (iii) a holder of an Allowed General Secured Claim shall receive
the Collateral  securing its Allowed  General  Secured Claim and any interest on
such  Allowed  General  Secured  Claim  required to be paid  pursuant to Section
506(b) of the Bankruptcy Code, in full and complete  satisfaction thereof on the
later of the  Effective  Date and the date such General  Secured  Claim  becomes
Allowed, or as soon thereafter as is practicable.

         4.3      CLASS 3 -- ALLOWED OLD SENIOR NOTE CLAIMS.

                  (a)  Allowance  of Old Senior Note  Claims.  On the  Effective
Date, the Old Senior Note Claims shall be deemed Allowed in the aggregate amount
of $150 million plus  accrued and unpaid  interest  relating to the period up to
but not including the Petition Date.

                  (b)  Impairment  and Voting.  Class 3 is impaired by the Plan.
Consequently,  each holder of an Allowed Old Senior Note Claim shall be entitled
to vote to accept or reject the Plan.


                                       15

<PAGE>



                  (c)  Distributions.  On the Effective  Date, each holder of an
Allowed Old Senior Note Claim shall receive,  in full and final  satisfaction of
such Allowed Claim  (including any unsecured  deficiency Claim in respect of the
Old Senior  Notes),  its Pro Rata Share of (i) the New  Senior  Notes,  and (ii)
______shares  of New Parent Common Stock.  The New Parent Common Stock issued to
holders of Allowed Old Senior Note Claims pursuant to this Section 4.3(c),  will
represent,  in the aggregate,  42.5% of the authorized and outstanding shares of
New Parent  Common Stock on the  Effective  Date;  provided,  however,  that the
foregoing  percentage  is subject to dilution by (i) shares of New Parent Common
Stock issued as a result of the exercise of the New Warrants, (ii) shares of New
Parent Common Stock issued in accordance with the Management  Stock Option Plan,
and (iii) such other  shares as may be  authorized  and issued  pursuant  to the
Reorganized Parent Charter.

                  (d)  Principal  Terms  of New  Senior  Notes.  Subject  to the
occurrence of the Effective  Date,  the New Senior Notes issued  pursuant to the
New Senior Note Indenture shall contain the following principal terms:

                  Issuer:           Reorganized Publishing 

                  Guarantor:        Reorganized  Parent  and  Reorganized  Video
                                    (and their  respective  direct and  indirect
                                    subsidiaries   and  affiliates   other  than
                                    Reorganized Publishing).

                  Principal Amount: $87.0 million

                  Maturity:         Fifth anniversary of the Effective Date.

                  Interest:         Payable  in Cash at a rate of 10% per annum,
                                    or at  the  sole  election  of  the  issuer,
                                    payable  in kind in  additional  New  Senior
                                    Notes at a rate of 13.5% per annum,  payable
                                    semi-annually;   provided,   however,   that
                                    commencing  three years after the  Effective
                                    Date, interest on the New Senior Notes shall
                                    be payable only in cash at a rate of 10% per
                                    annum.

                  Amortization:     Mandatory semi-annual  amortization payments
                                    of  $8.33  million  commencing  three  years
                                    after the Effective Date,  i.e.,  commencing
                                    with the first semi-annual  interest payment
                                    that is due during the fourth year after the
                                    Effective  Date,  to retire $25.0 million of
                                    the  principal  balance  of the  New  Senior
                                    Notes prior to maturity.

                  Collateral:       New  Senior  Notes  shall be  secured by all
                                    collateral  securing the Old Senior Notes on
                                    the  Petition   Date  as  described  in  the
                                    Disclosure  Statement  (including,   without
                                    limitation, the


                                       16

<PAGE>

                                    proceeds   arising  under  the  Distribution
                                    Agreement);   provided,  however,  that  the
                                    liens  securing  the  Old  Senior  Notes  on
                                    corporate  leasehold  improvements  sold  in
                                    connection  with  Parent's  reduction of the
                                    office space at its  corporate  headquarters
                                    in  New  York,  New  York  shall  be  deemed
                                    released.The  New Senior Notes shall also be
                                    secured  by (i) a  first  lien  on  (a)  the
                                    Distribution Agreement,  and(b) the Debtors'
                                    rights  and  interests  in and to  "Lassie",
                                    "Felix  the Cat",  the "Film  Library",  and
                                    "Other  Entertainment  Works";  and  (ii)  a
                                    blanket second lien on all assets pledged to
                                    the lender(s) under the Post-Effective  Date
                                    Financing  Facility.   Consistent  with  the
                                    foregoing,  upon the Effective Date, the New
                                    Senior  Notes  will be  secured  by either a
                                    first  or a  second  lien on all  assets  of
                                    Reorganized   Parent   and  its  direct  and
                                    indirect subsidiaries.

                  Call Protection:  New Senior Notes may be  redeemed,  in whole
                                    or in part,  at any time,  at the  option of
                                    the  Issuer,   at  the   redemption   prices
                                    (expressed  as   percentages   of  principal
                                    amount of New Senior  Notes)set forth below,
                                    plus accrued and unpaid interest to the date
                                    of redemption:

                                        Years From
                                        Effective Date       Redemption Price
                                        --------------       ----------------

                                         1 year              105.00%
                                         2 years             103.33%
                                         3 years             101.25%
                                         Thereafter          100.0%

                                    Any  net  proceeds  from  the  sale  of  any
                                    collateral  securing  the New  Senior  Notes
                                    (excluding  sales of  inventory  or accounts
                                    receivable   in  the   ordinary   course  of
                                    business)  will be used to pay  down the New
                                    Senior  Notes  (subject  to  the  redemption
                                    schedule set forth above).

                  Covenants:        Normal    and    customary    for    secured
                                    indebtedness   of   this   nature,   to   be
                                    determined to the reasonable satisfaction of
                                    the Informal  Senior Note  Committee and the
                                    Informal TOPrS Committee.

                  (e) Cancellation of Old Senior Notes and Related  Instruments.
As of the Effective Date, all Old Senior Notes, and all indentures,  agreements,
instruments and other


                                       17

<PAGE>



documents  evidencing  Old Senior  Note  Claims  and the  rights of the  holders
thereof, shall be cancelled and deemed null and void and of no further force and
effect (all without further act or action by any Person), and all obligations of
any  Person  (including,  without  limitation,  the Old  Senior  Note  Indenture
Trustee)  under  such  instruments  and  agreements  shall be fully and  finally
satisfied and released.  Notwithstanding the foregoing,  such cancellation shall
not impair the rights and duties under the Old Senior Note  Indenture as between
the Old Senior Note Indenture Trustee and the beneficiaries of the trust created
thereby.

         4.4      CLASS 4 -- GPH CLAIMS.

                  (a) Allowance of GPH Claims.  On the Effective  Date,  the GPH
Claims  shall be deemed  Allowed in the  aggregate  amount of $10  million  plus
accrued and unpaid  interest  relating to the period up to but not including the
Petition Date.

                  (b)  Impairment  and Voting.  Class 4 is impaired by the Plan.
Consequently,  each  holder of an Allowed GPH Claim shall be entitled to vote to
accept or reject the Plan.

                  (c)  Distributions.  On the Effective  Date, the holder of the
Allowed GPH Claim shall receive,  in full and final satisfaction of such Allowed
Claim  (including  any unsecured  deficiency  Claim in respect of the GPH Notes)
______ shares of New Parent Common Stock.  The New Parent Common Stock issued to
the holder of the  Allowed  GPH Claim  pursuant  to this  Section  4.4(c),  will
represent,  in the aggregate, 5% of the authorized and outstanding shares of New
Parent Common Stock on the Effective Date; provided, however, that the foregoing
percentage  is subject to  dilution  by (i)  shares of New Parent  Common  Stock
issued as a result  of the  exercise  of the New  Warrants,  (ii)  shares of New
Parent Common Stock issued in accordance with the Management  Stock Option Plan,
and (iii) such other  shares as may be  authorized  and issued  pursuant  to the
Reorganized Parent Charter.

                  (d) Cancellation of GPH Notes and Related  Instruments.  As of
the Effective  Date,  all GPH Notes,  the GPH Note Purchase  Agreement,  and all
agreements,  instruments and other  documents  evidencing the GPH Claims and the
rights of the holder  thereof  (including,  without  limitation,  the Publishing
Notes), and all liens and security  interests securing the GPH Claims,  shall be
canceled and  extinguished,  and deemed null and void and of no force and effect
(all without  further act or action by any Person),  and all  obligations of any
Person  under  such  instruments  and  agreements  shall  be fully  and  finally
satisfied and released.



                                       18

<PAGE>



         4.5      CLASS 5 -- TOPrS CLAIMS.

                  (a) Allowance of TOPrS  Claims.  On the  Effective  Date,  the
TOPrS Claims  shall be deemed  Allowed in the  aggregate  amount of $105 million
plus accrued and unpaid interest  relating to the period up to but not including
the Petition Date.

                  (b)  Impairment  and Voting.  Class 5 is impaired by the Plan.
Consequently, each holder of an Allowed TOPrS Claim shall be entitled to vote to
accept or reject the Plan.

                  (c)  Distributions.  On the Effective  Date, each holder of an
Allowed  TOPrS  Claim  shall  receive,  in full and final  satisfaction  of such
Allowed Claim, its Pro Rata Share of ____ shares of New Parent Common Stock. The
New Parent  Common Stock issued to holders of Allowed  TOPrS Claims  pursuant to
this Section 4.5(c), will represent, in the aggregate,  50.0% of the outstanding
shares of New Parent Common Stock on the Effective Date; provided, however, that
the  foregoing  percentage  is subject to  dilution  by (i) shares of New Parent
Common Stock issued as a result of the exercise of the New Warrants, (ii) shares
of New Parent Common Stock issued in accordance with the Management Stock Option
Plan,  and (iii) such other shares as may be authorized  and issued  pursuant to
the Reorganized Parent Charter.

                  (d)   Cancellation   of   TOPrS   Certificates   and   Related
Instruments.   As  of  the  Effective  Date,  all  TOPrS  Certificates  and  all
Convertible Debentures,  and all indentures,  agreements,  instruments and other
documents  evidencing TOPrS Claims and the rights of the holders thereof,  shall
be cancelled and extinguished,  and deemed null and void and of no further force
and  effect  (all  without  further  act or  action  by  any  Person),  and  all
obligations of any Person under such  instruments and agreements  shall be fully
and  finally  satisfied  and  released,  and the  TOPrS  Trust  shall be  deemed
dissolved.

         4.6      CLASS 6 -- GENERAL UNSECURED CLAIMS.

                  (a) Impairment and Voting.  Class 6 is unimpaired by the Plan.
Consequently,  each holder of an Allowed General Unsecured Claim is conclusively
presumed  to have  accepted  the Plan and is not  entitled  to vote to accept or
reject the Plan.

                  (b) Distributions.  To the extent not satisfied by the Debtors
in the ordinary  course of business  prior to the  Effective  Date,  in full and
final satisfaction of such claim, the legal,  equitable,  and contractual rights
to which an Allowed General Unsecured Claim entitles the holder thereof shall be
left  unimpaired and,  accordingly,  shall be satisfied on the latest of (i) the
Effective  Date,  (ii) the date a General  Unsecured  Claim  becomes  an Allowed
Claim, (iii) the date an Allowed General Unsecured Claim becomes due and payable
in the ordinary  course of the Debtors'  business  consistent  with the Debtors'
ordinary  payment  practices,  and (iv) the date on which  the  Debtors  and the
holder of such Allowed General  Unsecured  Claim otherwise agree in writing.  At
the option of the Debtors,  the treatment  provided in this Section  4.6(b) will
result in the payment of any Allowed  General  Unsecured  Claim,  in Cash, in an
amount equal to such Allowed General Unsecured Claim


                                       19

<PAGE>



(which payment shall include interest, only to the extent to which the holder of
such Claim may be contractually entitled, accrued through the date of payment).

         4.7      CLASS 7 -- DEBT SECURITIES RECISSION OR DAMAGE CLAIMS.
                  -----------------------------------------------------

                  (a)  Impairment  and Voting.  Class 7 is impaired by the Plan.
Consequently,  each holder of an Allowed  Debt  Securities  Recission  or Damage
Claim shall be entitled to vote to accept or reject the Plan.

                  (b)  Distributions.  Subject  to  the  releases  contained  in
Section  9.1 herein,  each holder of an Allowed  Debt  Securities  Recission  or
Damage  Claim  shall  retain  all  proceeds  derived  from  or  relating  to any
litigation  instituted  by or against any such holder or on his behalf which are
payable by any entity other than the Debtors or Reorganized Debtors (but not any
proceeds  from any of the property or assets of the Debtors  except  proceeds of
insurance  policies  maintained  by the  Debtors)  but  shall  receive  no other
distribution under this Plan.

         4.8      CLASS 8 -- OLD PREFERRED STOCK INTERESTS.

                  (a)  Impairment  and Voting.  Class 8 is impaired by the Plan.
Consequently,  the holder of the Old Preferred Stock Interests shall be entitled
to vote to accept or reject the Plan.

                  (b)  Distributions.  On the Effective  Date, all Old Preferred
Stock Interests shall be canceled, annulled and extinguished,  and the holder of
the Allowed Old Preferred Stock Interests shall receive  two-thirds (2/3) of the
New Warrants to be issued pursuant to the Plan.

         4.9      CLASS 9 -- OLD COMMON STOCK INTERESTS.

                  (a)  Impairment  and Voting.  Class 9 is impaired by the Plan.
Consequently,  each  holder of an Allowed  Old Common  Stock  Interest  shall be
entitled to vote to accept or reject the Plan.

                  (b) Distributions. On the Effective Date, all Old Common Stock
Interests shall be canceled,  annulled and  extinguished,  and each holder of an
Allowed Old Common Stock  Interest  (including  any such Interest  consisting of
accrued and unpaid dividends on the Old Preferred Stock Interests) shall receive
its Pro Rata Share of one-third  (1/3) of the New Warrants to be issued pursuant
to the Plan.

         4.10     CLASS 10-- EQUITY INTEREST RECISSION OR DAMAGE CLAIMS.
                  -----------------------------------------------------

                  (a) Impairment  and Voting.  Class 10 is impaired by the Plan.
Consequently,  each holder of an Allowed  Equity  Interest  Recission  or Damage
Claim shall be entitled to vote to accept or reject the Plan.



                                       20

<PAGE>



                  (b)  Distributions.  Subject  to  the  releases  contained  in
Section  9.1 herein,  each holder of an Allowed  Equity  Interest  Recission  or
Damage  Claim  shall  retain  all  proceeds  derived  from  or  relating  to any
litigation  instituted  by or against any such holder or on his behalf which are
payable by any entity other than the Debtors or Reorganized Debtors (but not any
proceeds  from any of the property or assets of the Debtors  except  proceeds of
insurance  policies  maintained  by the  Debtors)  but  shall  receive  no other
distribution under this Plan.

         4.11     CLASS 11 -- SUBSIDIARY EQUITY INTERESTS.

                  (a) Impairment and Voting. Class 11 is unimpaired by the Plan.
Consequently,   each  holder  of  an  Allowed   Subsidiary  Equity  Interest  is
conclusively  presumed to have  accepted the Plan and is not entitled to vote to
accept or reject the Plan.

                  (b)  Distributions.  On the Effective Date,  record holders of
Allowed   Subsidiary  Equity  Interests  shall  continue  to  hold  such  equity
interests,  which equity interests shall continue to be evidenced by the capital
stock held by such record  holders in the Subsidiary or  Subsidiaries  as of the
Effective Date.


                                    ARTICLE 5

                IMPLEMENTATION AND EFFECT OF CONFIRMATION OF PLAN

         5.1 Plan Funding.  The funds  utilized to make Cash payments  under the
Plan have been and/or will be generated from, among other things,  the operation
of  the  Debtors'  businesses,  asset  dispositions,  and  borrowing  under  the
Post-Effective Date Financing Facility.

         5.2  Post-Effective  Date  Financing  Facility.  On  or  prior  to  the
Effective  Date, the Debtors or Reorganized  Debtors,  as the case may be, shall
execute the Post-Effective Date Financing Facility Documents. The Post-Effective
Date  Financing  Facility,  among other  things,  shall (i) be  effective on the
Effective Date, (ii) be a senior secured  facility,  (iii) provide for aggregate
borrowings  (including  a working  capital line of credit) of up to $60 million,
provided,  that,  on  the  Effective  Date,  the  maximum  amount  of  borrowing
availability  under the  Post-Effective  Date  Financing  Facility  shall be $45
million  with the  remaining  $15 million of  availability  under such  facility
becoming  automatically  available for borrowing by the Reorganized Debtors upon
their  attainment  of certain  levels of  operating  performance  to be mutually
agreed to by the Debtors and the Informal  Senior Note  Committee in good faith,
and (iv) contain terms and  conditions  in form and substance  acceptable to the
Debtors.

         5.3  Reorganized   Debtors'  Charters.   On  the  Effective  Date,  the
Reorganized  Debtors' Charters will become effective.  The Reorganized  Debtors'
Charters,  together  with the  provisions  of the Plan,  shall,  as  applicable,
provide  for,  among other  things,  the  authorization  and issuance of the New
Parent  Common  Stock and the New  Warrants,  and such other  provisions  as are
necessary 


                                       21

<PAGE>



to facilitate consummation of the Plan, including  a provision  prohibiting  the
issuance of non-voting equity  securities in accordance with Section  1123(a)(6)
of the Bankruptcy  Code, all without any further action by the  stockholders  or
directors of the Debtors, Debtors-in-Possession or the Reorganized Debtors.

         5.4  Issuance  of  New  Securities;   Listing  on  National  Securities
Exchange.  The Reorganized  Debtors shall authorize the issuance,  in accordance
with the terms of the  Plan,  of  approximately  ________  shares of New  Parent
Common Stock,  the New Senior Notes and _______ New  Warrants.  On the Effective
Date, the Debtor will transmit written  instructions  regarding the surrender of
Old Senior Notes, Old Preferred Stock Interests, and Old Common Stock Interests,
and the  distribution  of shares of New Parent  Common Stock and New Warrants to
those  parties  entitled  to  distributions   thereof  pursuant  to  this  Plan.
Reorganized  Parent will use its reasonable best efforts to cause the New Parent
Common  Stock and the New Senior  Notes to be listed  for  trading on a national
securities  exchange or the NASDAQ  National  Market  System.  All shares of New
Parent  Common  Stock to be issued  pursuant  to this Plan  (including,  without
limitation,  upon exercise of the New Warrants),  shall be, upon issuance, fully
paid  and  non-assessable,  and  shall be  subject  to  dilution  only as may be
expressly  set  forth in this  Plan or in the Plan  Documents,  and the  holders
thereof shall have no  preemptive  or other rights to subscribe  for  additional
shares.

         5.5  Management of  Reorganized  Debtors.  On the Effective  Date,  the
management,  control and operation of the  Reorganized  Debtors shall become the
general  responsibility of the respective boards of directors of the Reorganized
Debtors, who shall, thereafter, have responsibility for the management,  control
and operation of the Reorganized Debtors in accordance with applicable law.

         5.6      Directors and Officers of Reorganized Debtors.

                  (a) Boards of Directors of  Reorganized  Debtors.  The initial
members of the post-Confirmation  board of directors of Reorganized Parent shall
consist of the following: (i) Richard E. Snyder, (ii) three (3) members selected
by the Informal  TOPrS  Committee,  and (iii) three (3) members  selected by the
Informal Senior Note Committee; provided, however, that (i) the nominees of each
Informal  Committee  shall  be  reasonably  acceptable  to  the  other  Informal
Committee,  and (ii) each of the  nominees of the Informal  Committees  shall be
discussed, prior to formal nomination, among the Informal Committees and current
management of the Debtors.  The designation of the board members selected by the
Informal  Committees,  along  with the  designation  of the  board  members  for
Reorganized Publishing and Reorganized Video, shall be filed with the Bankruptcy
Court on or prior to the commencement date of the Confirmation  Hearing, or such
later date as the Bankruptcy Court may establish.

                  (b)  Officers  of  Reorganized  Debtors.  The  officers of the
respective  Debtors  immediately  prior to the Effective Date shall serve as the
initial  officers  of  the  respective  Reorganized  Debtors  on and  after  the
Effective Date.



                                       22

<PAGE>



                  (c) Employment Contracts. Except as otherwise provided in this
Section 5.6(c), on the Effective Date, employment contracts of current employees
of the Debtors will be assumed.  On the Effective  Date, the current  employment
contract of Richard E.  Snyder  shall be deemed  canceled  and  terminated,  and
Reorganized  Parent and Mr.  Snyder  shall enter into a new  revised  employment
contract which shall become  automatically  effective on the Effective Date. The
form of such new employment  contract  shall be filed with the Bankruptcy  Court
prior to the hearing to consider approval of the Disclosure Statement.

          5.7     Management Stock Option Plan. The Management Stock Option Plan
shall be effective  immediately  upon the Effective  Date. The Management  Stock
Option Plan shall contain the principal terms set forth on Exhibit "A" hereto.

         5.8      Cancellation and Surrender of  Existing  Securities  and
Agreements.

                  (a) Except as may  otherwise  be provided in the Plan,  on the
Effective  Date,  the  promissory  notes,  share  certificates,  bonds and other
instruments  evidencing any Claim or Equity  Interest shall be deemed  cancelled
without further act or action under any applicable  agreement,  law, regulation,
order  or  rule  and  the  obligations  of the  Debtors  under  the  agreements,
indentures and  certificates  of  designations  governing such Claims and Equity
Interests, as the case may be, shall be discharged and released. In addition, on
the Effective Date, Reorganized Parent and Richard E. Snyder shall enter into an
agreement  providing for Mr. Snyder's  transfer to Parent of his entire interest
in certain  shares of Old Parent Common Stock in full and complete  satisfaction
of obligations under a non-recourse promissory note to Parent related thereto.

                  (b) Each holder of a promissory note, share certificate,  bond
or other instrument evidencing a Claim or Equity Interest,  shall surrender such
promissory  note,  share  certificate,  bond or  instrument  to the  Reorganized
Debtors (or their  disbursing  agent),  unless such requirement is waived by the
Reorganized  Debtors.  No distribution of property hereunder shall be made to or
on behalf of any such  holders  unless and until  such  promissory  note,  share
certificate, bond or instrument is received by the Reorganized Debtors (or their
disbursing  agent),  or  the  unavailability  of  such  promissory  note,  share
certificate, bond or instrument is established to the reasonable satisfaction of
the Reorganized  Debtors (or their  disbursing  agent),  or such  requirement is
waived by the  Reorganized  Debtors.  The  Reorganized  Debtors  may require any
holder  that is  unable  to  surrender  or  cause  to be  surrendered  any  such
promissory  notes,  share  certificates,  bonds or  instruments  to  deliver  an
affidavit  of loss and  indemnity  and/or  furnish a bond in form and  substance
(including,  without limitation, with respect to amount) reasonably satisfactory
to the Reorganized  Debtors.  Any holder that fails within the later of one year
after  the  Effective  Date and the date of  Allowance  of its  Claim or  Equity
Interest (i) to surrender or cause to be surrendered such promissory note, share
certificate,  bond or instrument;  (ii) if requested,  to execute and deliver an
affidavit  of loss and  indemnity  reasonably  satisfactory  to the  Reorganized
Debtors (or their disbursing agent),  and (iii) if requested,  to furnish a bond
reasonably  satisfactory to the Reorganized  Debtors (or their disbursing agent)
shall be  deemed to have  forfeited  all  rights,  Claims  and  Causes of Action
against the Debtors and  Reorganized  Debtors and shall not  participate  in any
distribution hereunder.


                                       23

<PAGE>



         5.9 Continuation of Bankruptcy  Injunction or Stays. All injunctions or
stays  provided  for in the  Chapter 11 Cases under  Sections  105 or 362 of the
Bankruptcy Code, or otherwise,  and in existence on the Confirmation Date, shall
remain in full force and effect until the Effective Date.

         5.10  Revesting of Assets.  Except as  otherwise  provided by the Plan,
upon the Effective  Date,  title to all  properties and assets dealt with by the
Plan shall pass to the Reorganized Debtors free and clear of all Claims,  Liens,
encumbrances  and interests of creditors and of equity security  holders (except
those Claims,  Liens,  encumbrances and interests created pursuant to this Plan)
and the  Confirmation  Order shall be a judicial  determination of discharge and
extinguishment  of all Claims,  Liens or Equity Interests  (except those created
pursuant to this Plan).

         5.11 General Release of Liens. Except as otherwise provided in the Plan
in connection  with the New Senior Notes and the  Post-Effective  Date Financing
Facility,  or in any  contract,  instrument,  indenture  or other  agreement  or
document created in connection with the Plan or the implementation  thereof,  on
the Effective  Date,  all  mortgages,  deeds of trust,  liens or other  security
interests  against property of the Estates are hereby released and extinguished,
and all the right, title and interest of any holder of such mortgages,  deeds of
trust, liens or other security interests will revert to the Reorganized  Debtors
as applicable, and the successors and assigns thereof.

         5.12 Full and Final  Satisfaction.  All payments and all  distributions
hereunder  shall be in full and  final  satisfaction,  settlement,  release  and
discharge of all Claims and Equity  Interests,  except as otherwise  provided in
the Plan.

         5.13     Causes of Action.

                  (a) In General.  As of the Effective Date, pursuant to Section
1123(b)(3)(B)  of the Bankruptcy  Code, any and all Causes of Action accruing to
the Debtors and Debtors-in-Possession,  including, without limitation, causes of
actions under  Sections 545, 549 and 551 of the  Bankruptcy  Code, but excluding
Causes  of  Action  under  Sections  510,  544,  547,  548,  550  and 553 of the
Bankruptcy  Code,  shall  become  assets  of the  Reorganized  Debtors,  and the
Reorganized  Debtors shall have the authority to prosecute such Causes of Action
for the benefit of the Estates. The Reorganized Debtors shall have the authority
to compromise and settle, or otherwise resolve, discontinue,  abandon or dismiss
all such Causes of Action without approval of the Bankruptcy Court.

                  (b) Avoiding  Powers.  As of and subject to the  occurrence of
the Effective Date, the Debtors and the Reorganized  Debtors,  for and on behalf
of themselves and their  Estates,  hereby waive and release any of the Causes of
Action under Sections 510, 544, 547, 548, 550 and 553 of the Bankruptcy Code.

         5.14 Indenture  Trustee Charging Liens. In full satisfaction of Allowed
Claims  secured  by  Indenture  Trustee  Charging  Liens,  the Old  Senior  Note
Indenture  Trustee  and/or the TOPrS  Trustee,  as the case may be, will receive
from the Reorganized Debtors, Cash equal to the amount of such


                                       24

<PAGE>



Claims,  and upon such payment,  in full, the Indenture  Trustee  Charging Liens
will be automatically  deemed  released.  Distributions to be made to holders of
Allowed Claims pursuant to the Plan will not be reduced on account of payment of
Allowed Claims secured by an Indenture Trustee Charging Lien.

         5.15  Termination  of  Subordination  Rights and  Settlement of Related
Claims and Controversies. The classification and manner of satisfying all Claims
and Equity  Interests under the Plan take into  consideration  all  contractual,
legal  and  equitable   subordination  rights,  whether  arising  under  general
principles of equitable subordination, Sections 510(b) and (c) of the Bankruptcy
Code or otherwise,  that a holder of a Claim or Equity Interest may have against
other Claim or Equity  Interest  holders with respect to any  distribution  made
pursuant to the Plan. On the Effective Date, all contractual, legal or equitable
subordination  rights that a holder of a Claim or Equity  Interest may have with
respect to any  distribution to be made pursuant to the Plan shall be discharged
and terminated, and all actions related to the enforcement of such subordination
rights  shall be  permanently  enjoined and  distributions  pursuant to the Plan
shall  not  be  subject  to  payment  to  a  beneficiary   of  such   terminated
subordination rights, or to levy, garnishment, attachment or other legal process
by  any  beneficiary  of  such  terminated  subordination  rights.  Pursuant  to
Bankruptcy  Rule  9019 and in  consideration  for the  distributions  and  other
benefits  provided  under the Plan,  the  provisions  of this Section 5.15 shall
constitute a good faith compromise and settlement of all claims or controversies
relating  to  the   termination   of  all   contractual,   legal  and  equitable
subordination  rights that a holder of a Claim or Equity  Interest may have with
respect to any Allowed Claim or Allowed Equity Interest,  or any distribution to
be made on account of an Allowed Claim or an Allowed Equity Interest.  The entry
of the Confirmation  Order shall  constitute the Bankruptcy  Court's approval of
the  compromise  or  settlement  of all such  claims or  controversies,  and the
Bankruptcy  Court's  finding that such  compromise  or settlement is in the best
interests of the Debtors,  Reorganized Debtors and their respective property and
holders of Claims and Equity Interests and is fair, equitable and reasonable.

         5.16  Administration  Pending  Effective  Date.  Prior to the Effective
Date,   the   Debtors   shall   continue   to  operate   their   businesses   as
Debtors-in-Possession,  subject to all applicable requirements of the Bankruptcy
Code and the Bankruptcy Rules. After the Effective Date, the Reorganized Debtors
may operate their businesses, and may use, acquire, and dispose of property free
of any restrictions of the Bankruptcy Code or the Bankruptcy  Rules, but subject
to the continuing  jurisdiction of the Bankruptcy  Court as set forth in Article
11 hereof.

         5.17 Setoffs.  Nothing contained in this Plan shall constitute a waiver
or release by the Debtors of any rights of setoff the  Debtors may have  against
any Person other than holders of Old Senior Notes, TOPrS  Certificates,  the GPH
Note, the Old Senior Note Trustee and the TOPrS Trustee.

         5.18 Corporate Action.  Pursuant to Section 303 of the Delaware General
Corporation  Law,  all terms of this Plan may be put into effect and carried out
without  further  action by the  directors  or  shareholders  of the  Debtors or
Reorganized Debtors, who shall be deemed to have


                                       25

<PAGE>



unanimously  approved the Plan and all agreements and transactions  provided for
or contemplated herein, including,  without limitation:  (i) the adoption of the
Reorganized  Debtors'  Charters,  (ii) the initial  selection of  directors  and
officers of the  Reorganized  Debtors,  (iii) the  distribution  of Cash and the
issuance and  distribution of New Parent Common Stock,  New Senior Notes and New
Warrants pursuant to this Plan.

         5.19 Post-Confirmation Fees, Final Decree. The Reorganized Debtor shall
be responsible for the payment of any post-confirmation  fees due pursuant to 28
U.S.C.ss.  1930(a)(6) and the filing of post-confirmation reports, until a final
decree is entered.  A final decree shall be entered as soon as practicable after
distributions have commenced under this Plan.

         5.20  Registration  Rights.  As  soon  as  practicable   following  the
Effective Date,  Reorganized Parent and appropriate  holders of New Senior Notes
and New Parent Common Stock shall enter into an appropriate  registration rights
agreement(s).  Within  thirty  (30)  days  following  the  Effective  Date,  the
Reorganized  Debtors (as applicable) shall file appropriate  shelf  registration
documents as required pursuant to the Restructuring Agreement.

         5.21 Section 1145 Exemption.  The Confirmation Order shall provide that
the issuance of the New Senior  Notes,  the New Parent  Common Stock and the New
Warrants  shall be exempt from  registration  requirements  in  accordance  with
Section 1145 of the Bankruptcy Code.

                                    ARTICLE 6

                  PROVISIONS REGARDING VOTING AND DISTRIBUTIONS
              UNDER THE PLAN AND TREATMENT OF DISPUTED, CONTINGENT
                  AND UNLIQUIDATED CLAIMS AND EQUITY INTERESTS

         6.1  Voting  of  Claims.  Each  holder  of an  Allowed  Claim or Equity
Interest in an impaired Class which retains or receives  property under the Plan
shall be entitled to vote  separately  to accept or reject the Plan and indicate
such vote on a duly executed and  delivered  Ballot as provided in such order as
is entered by the Bankruptcy Court establishing  certain procedures with respect
to the solicitation and tabulation of votes to accept or reject the Plan, or any
other order or orders of the Bankruptcy Court.

         6.2 Nonconsensual Confirmation.  If any impaired Class entitled to vote
shall not accept the Plan by the  requisite  statutory  majorities  provided  in
Sections  1126(c) or 1126(d) of the Bankruptcy  Code, as  applicable,  or if any
impaired  class is deemed to have  rejected  the Plan,  the Debtors  reserve the
right (a) to  undertake  to have the  Bankruptcy  Court  confirm  the Plan under
Section  1129(b) of the Bankruptcy  Code and (b) to amend the Plan in accordance
with  Section  12.4 of the Plan to the extent  necessary  to obtain entry of the
Confirmation Order.



                                       26

<PAGE>



         6.3      Method of Distributions Under the Plan.

                  (a)  In  General.   Subject  to  Bankruptcy   Rule  9010,  all
distributions  under the Plan shall be made by the Reorganized Debtors (or their
disbursing  agent) to the holder of each  Allowed  Claim at the  address of such
holder as listed on the Schedules as of the Distribution Record Date, unless the
Debtors or  Reorganized  Debtors  have been  notified  in writing of a change of
address,  including,  without  limitation,  by the filing of a proof of claim or
notice of transfer  of claim  filed by such holder that  provides an address for
such holder different from the address reflected on the Schedules.

                  (b)  Distributions  of Cash.  Any  payment of Cash made by the
Reorganized  Debtors (or their  disbursing  agent) pursuant to the Plan shall be
made by check drawn on a domestic bank.

                  (c)  Timing of  Distributions.  Any  payment  or  distribution
required  to be made under the Plan on a day other than a Business  Day shall be
made on the next succeeding Business Day.

                  (d) Fractional Cents.  Whenever any payment of a fraction of a
cent would  otherwise be called for, the actual payment shall reflect a rounding
of such fraction to the nearest whole cent  (rounding down in the case of .50 or
less and rounding up in the case of more than .50).

                  (e)  Fractional  Shares.  No  fractional  shares of New Parent
Common  Stock or New  Warrants  shall be  distributed  under the Plan.  When any
distribution on account of an Allowed Claim or Equity  Interest  pursuant to the
Plan would otherwise  result in the issuance of a number of shares of New Parent
Common  Stock  or New  Warrants  that is not a  whole  number,  such  fractional
interests  shall be combined into as many whole shares or warrants,  as the case
may be, as possible and shall be  redistributed  to holders of Claims and Equity
Interests (as applicable) with fractional interests,  in descending order, until
all such whole shares or warrants are distributed.

                  (f) Unclaimed Distributions.  Any distributions under the Plan
that are  unclaimed  for a period of one year after  distribution  thereof shall
revert and be revested in the  Reorganized  Debtors,  and any entitlement of any
holder of any Claim or Equity Interest to such distributions shall be forfeited,
extinguished, and forever barred.

                  (g)  Distributions  to Holders as of the  Distribution  Record
Date. As of the close of business on the  Distribution  Record Date,  the claims
register  (for Claims) and the transfer  ledgers  (for Old Senior  Notes,  TOPrS
Certificates  and  Equity  Interests)  shall be  closed,  and there  shall be no
further  changes in the record  holders of any Claims or Equity  Interests.  The
Debtors,  Reorganized Debtors and the respective  indenture trustees for all the
Old  Senior  Notes and TOPrS  Certificates,  as the case may be,  shall  have no
obligation to recognize any transfer of any Claims or Equity Interests occurring
after the close of business on the  Distribution  Record Date, and shall instead
be entitled to recognize and deal for all purposes  under the Plan (except as to
voting to accept


                                       27

<PAGE>



or reject the Plan  pursuant to Section 6.1 of the Plan) with only those holders
of record as of the close of business on the Distribution Record Date.

         6.4  Objections to and  Resolution of  Administrative  Expense  Claims,
Claims  and  Equity  Interests.  Except as to  applications  for  allowances  of
compensation  and  reimbursement  of expenses  under Sections 330 and 503 of the
Bankruptcy Code (with respect to which procedures respecting objections shall be
governed  by Section  2.1(b)  hereof and the  Confirmation  Order or other Final
Order),  the Debtors or  Reorganized  Debtors shall have the exclusive  right to
make and file objections to  Administrative  Expense  Claims,  Claims and Equity
Interests subsequent to the Confirmation Date. All objections shall be litigated
to Final Order;  provided,  however, that the Reorganized Debtors shall have the
authority to compromise,  settle,  otherwise resolve or withdraw any objections,
subject to approval of the Bankruptcy  Court.  Unless  otherwise  ordered by the
Bankruptcy  Court, the Debtors or Reorganized  Debtors shall file all objections
to  Administrative  Expense  Claims  that are the  subject of proofs of claim or
requests for payment filed with the  Bankruptcy  Court (other than  applications
for allowances of compensation and reimbursement of expenses), Claims and Equity
Interests  and serve  such  objections  upon the  holder  of the  Administrative
Expense  Claim,  Claim or Equity  Interest as to which the  objection is made as
soon as is  practicable,  but in no event later than 60 days after the Effective
Date or such later date as may be approved by the Bankruptcy Court.

         6.5 Disputed Claims. (a) With respect to any Disputed Claims and Equity
Interests,  for the purposes of effectuating  the provisions of this Section 6.5
and the  distributions  to holders of Allowed Claims and Equity  Interests,  the
Bankruptcy  Court,  on or  prior  to the  Effective  Date or such  date or dates
thereafter as the Bankruptcy Court shall set, may fix or liquidate the amount of
such  Disputed  Claims and Equity  Interests  pursuant to Section  502(c) of the
Bankruptcy  Code,  in which  event the amounts so fixed or  liquidated  shall be
deemed the maximum amounts of the Disputed Claims and Equity Interests  pursuant
to Section 502(c) of the Bankruptcy Code for purposes of distribution  under the
Plan.

         (b) When a Disputed Claim or Equity  Interest  becomes an Allowed Claim
or Equity  Interest,  the Reorganized  Debtors shall distribute to the holder of
such Allowed Claim or Equity Interest, the property distributable to such holder
as provided in this Plan.

         6.6 Disputed  Payments.  In the event of any dispute  between and among
holders of Claims or Equity  Interests and/or the holders of a Disputed Claim or
Equity  Interest  as to the right of any Person to receive or retain any payment
or  distribution  to be made to such  Person  under  the Plan,  the  Reorganized
Debtors  may, in lieu,  of making such payment or  distribution  to such Person,
instead  hold  such  payment  or  distribution,   without  interest,  until  the
disposition thereof shall be determined by a Final Order of the Bankruptcy Court
or other court with appropriate jurisdiction.




                                       28

<PAGE>



                                    ARTICLE 7

            EXECUTORY CONTRACTS AND UNEXPIRED LEASES; INDEMNIFICATION
       CLAIMS; RETIREE BENEFITS; POST - CONFIRMATION FEES AND FINAL DECREE

         7.1  Executory Contracts and Unexpired  Leases.  Any unexpired lease or
executory  contract  that has not been  expressly  rejected  by the  Debtors  or
treated in this Plan with the  Bankruptcy  Court's  approval  on or prior to the
Confirmation  Date shall, as of the Confirmation Date (subject to the occurrence
of the  Effective  Date),  be deemed to have been assumed by the Debtors  unless
there is pending before the Bankruptcy Court on the  Confirmation  Date a motion
to reject such unexpired lease or executory  contract or such executory contract
or unexpired lease is otherwise designated for rejection, provided that (a) such
lease or executory  contract is ultimately  rejected,  and (b) the filing of the
Confirmation  Order  shall be deemed to be a rejection  of all then  outstanding
unexercised  stock  options,  warrants and similar  rights.  In accordance  with
Section  1123(a)(5)(G) of the Bankruptcy Code, on the Effective Date, or as soon
as practicable thereafter, the Reorganized Debtors shall cure all defaults under
any executory  contract or unexpired lease assumed  pursuant to this Section 7.1
by making a Cash payment in an amount agreed to between the Reorganized  Debtors
and the claimant, or as otherwise fixed pursuant to a Final Order.

         7.2  Bar Date  for  Filing  Proofs  of  Claims  Relating  to  Executory
Contracts and Unexpired Leases Rejected Pursuant to the Plan. Claims arising out
of the  rejection of an executory  contract or unexpired  lease  designated  for
rejection pursuant to the Confirmation  Order, must be filed with the Bankruptcy
Court and/or served upon the Debtors or Reorganized  Debtors or as otherwise may
be provided in the Confirmation  Order by no later than 30 days after the notice
of entry of an order approving such rejection.  Any Claims not filed within such
time will be forever barred from assertion  against the Debtors,  their estates,
the Reorganized Debtors and their property, and the holders thereof shall not be
entitled to any  distribution  under this Plan or otherwise  from the Debtors or
Reorganized  Debtors.  Unless  otherwise  ordered by the Bankruptcy  Court,  all
Claims  arising from the rejection of executory  contracts and unexpired  leases
shall be treated as General Unsecured Claims under the Plan.

         7.3  Indemnification  Claims.  (a)  Notwithstanding   anything  to  the
contrary  contained  herein,  all Persons  holding or asserting  Indemnification
Claims  (whether  directly,  by subrogation  or otherwise)  shall be entitled to
obtain  recovery  on account of such  Claims  solely  from the  proceeds  of any
applicable  directors' and officers'  insurance policy maintained by the Debtors
or  Reorganized  Debtors,  as  the  case  may  be,  and  shall  not,  under  any
circumstances,   be   entitled   to  obtain  a  recovery   in  respect  of  such
Indemnification Claims from the Reorganized Debtors; provided, however, that the
Reorganized  Debtors shall remain  responsible for, and shall pay, in respect of
any and all  Indemnification  Claims,  all  retention  amounts  and  coinsurance
obligations  arising  under,  or  necessary  to  maintain,  its  directors'  and
officers'  insurance policies.  The Debtors or Reorganized  Debtors, as the case
may be,  shall  continue  and maintain all  presently  existing  directors'  and
officers' insurance  policies,  and all such policies shall remain in full force
and effect following 


                                       29

<PAGE>



Confirmation.  The Debtors  shall  maintain any prior  directors'  and officers'
insurance  policies and renew existing  policies as they expire at comparable or
greater coverage levels.

                  (b) In the  event  that:  (i) the  Bankruptcy  Court  does not
approve any or all of the material  provisions of Article 9 herein, and (ii) the
Plan is not terminated pursuant to Section 12.5 hereof, then all Indemnification
Claims shall be assumed by the Reorganized Debtors without limitation.

         7.4 Compensation and Benefit Programs.  Except as otherwise provided in
the  Plan,  all  employment  and  severance  practices  and  policies,  and  all
compensation and benefit plans, policies, and programs of the Debtors applicable
to their directors,  officers or employees,  including,  without limitation, all
savings plans,  retirement  plans,  health care plans,  severance benefit plans,
incentive plans,  workers'  compensation programs and life, disability and other
insurance  plans are treated either as executory  contracts  pursuant to Section
7.1 of the Plan, or as permitted under applicable non-bankruptcy law.

         7.5  Retiree  Benefits.  Payment  of  any  Retiree  Benefits  shall  be
continued solely to the extent,  and for the duration of the period, the Debtors
are contractually or legally obligated to provide such benefits,  subject to any
and all rights of the Debtors under applicable law.

                                    ARTICLE 8

                            SUBSTANTIVE CONSOLIDATION

         8.1  Substantive  Consolidation.  Except as  expressly  provided in the
Plan,  the Debtors and  Reorganized  Debtors  shall  continue to maintain  their
separate corporate existence for all purposes other than the treatment of Claims
under  the  Plan.  Pursuant  to  the  Substantive  Consolidation  Order,  on the
Effective Date: (i) all assets (and all proceeds thereof) and liabilities of the
Debtors  shall be deemed  merged or treated as though  they were merged into and
with the assets and liabilities of Parent,  (ii) no distributions  shall be made
under the Plan on account of intercompany  Claims among the Debtors and all such
Claims (including,  without limitation,  Claims based upon the Publishing Notes)
shall be eliminated,  (iii) all guarantees of the Debtors of the  obligations of
any other Debtor shall be deemed  eliminated and  extinguished so that any claim
against any Debtor and any  guarantee  thereof  executed by any other Debtor and
any joint or several  liability of any of the Debtors  shall be deemed to be one
obligation of the consolidated Debtors, (iv) each and every Claim filed or to be
filed  in any of the  Chapter  11  Cases  shall  be  deemed  filed  against  the
consolidated  Debtors,  and shall be deemed one Claim against and  obligation of
the consolidated Debtors and (v) for purposes of determining the availability of
the right of set-off under Section 553 of the Bankruptcy Code, the Debtors shall
be treated as one entity so that, subject to the other provisions of Section 553
of the Bankruptcy  Code,  debts due to any of the Debtors may be set-off against
the debts of any of the other Debtors. Such substantive  consolidation shall not
(other than for purposes related to the Plan) affect (i) the legal and corporate
structures of the Reorganized Debtors, and (ii) Subsidiary Equity Interests.



                                       30

<PAGE>



                                    ARTICLE 9

                         PROVISIONS REGARDING RELEASES,
                           INJUNCTIONS, AND DISCHARGE

         9.1      Releases.

                  (a)  Release  of  Released   Parties.   Without  limiting  the
provisions  of Section 9.2 of the Plan and except as  otherwise  provided in the
Plan,  as of the  Effective  Date,  in  consideration  for,  and as  part of the
treatment  afforded  to, the holders of Claims and Equity  Interests  under this
Plan, and for other valuable  consideration,  each of the Released Parties shall
be deemed forever released from any and all Causes of Action that any Person may
have asserted,  could have asserted, or could in the future assert,  directly or
indirectly,  against any of the Released  Parties relating to the Debtors or the
Chapter 11 Cases on or prior to the Effective Date, provided,  however, that the
foregoing  release  shall not apply to (i)  Causes of  Action  that  arise  from
obligations  or  rights  created  under  or in  connection  with the Plan or any
agreement  provided  for or  contemplated  in the Plan,  and (ii) the  rights of
holders of Recission or Damage Claims to pursue such Claims  against  present or
former officers and directors of the Debtors as named  defendants in litigations
respecting  such Recission or Damage Claims solely for purposes of preserving or
obtaining a right of recovery against any applicable  insurance  coverage of the
Debtors  but not to enforce a judgment  against  any  property of any present or
former  officers  and  directors  of the  Debtors  except to the  extent of such
insurance   proceeds  and  any  other   proceeds   made   available   under  the
indemnification rights as provided for in Section 7.3 of the Plan.

                  (b) Mutual Releases by Released  Parties.  Except as, and only
to the extent, provided otherwise in the Plan, as of the Effective Date, each of
the Released  Parties  forever  releases,  waives and  discharges  all known and
unknown  Causes of Action of any nature that such Released Party has, had or may
have against any other Released Party for all acts and omissions  related to the
Debtors  arising from or related to the Chapter 11 Cases  through the  Effective
Date,  other than Causes of Action that arise from obligations or rights created
under  or in  connection  with  the  Plan  or  any  agreement  provided  for  or
contemplated in the Plan.

         9.2  Discharge.  Except as otherwise expressly provided in Section 1141
of the Bankruptcy  Code or the Plan, the  distributions  made pursuant to and in
accordance with the applicable  terms and conditions of the Plan are in full and
final satisfaction,  settlement, release and discharge as against the Debtors of
any debt that arose before the Effective  Date, and any debt of a kind specified
in Section 502(g),  502(h), or 502(i) of the Bankruptcy Code, and all Claims and
Equity  Interests of any nature,  including,  without  limitation,  any interest
accrued thereon from and after the Petition Date,  whether or not (i) a proof of
Claim or Equity  Interest based on such debt,  obligation or equity  interest is
filed or deemed filed under Section 501 of the Bankruptcy  Code, (ii) such Claim
or Equity  Interest is Allowed under Section 502 of the Bankruptcy Code or (iii)
the holder of such Claim or Equity  Interest has  accepted  the Plan;  provided,
however, that the foregoing 


                                       31

<PAGE>



discharge  shall not apply to rights of holders of Recission  or Damage  Claims,
and  Indemnification  Claims  arising  from or related  thereto,  to pursue such
Claims  against  the Debtors  solely to obtain a right of  recovery  against any
applicable insurance coverage of the Debtors or to seek indemnification,  all as
otherwise  provided  by  Section  7.3 of the Plan (but not to enforce a judgment
against any other property of the Debtors or Reorganized Debtors).

         9.3      Injunctions.

                  (a) Injunction  Related to Claims Released by Released Parties
and All Other Persons.  As of the Effective Date and subject to its  occurrence,
all Persons that have held, currently hold or may have asserted a Claim, a Cause
of Action or other debt, or liability, or an Equity Interest or other right of a
holder of an Equity Interest that is discharged, released or terminated pursuant
to the Plan, are hereby permanently  enjoined from commencing or continuing,  in
any  manner  or in  any  place,  any  action  or  other  proceeding,  enforcing,
attaching, collecting or recovering in any manner any judgment, award, decree or
order,  creating,  perfecting or enforcing any lien or encumbrance,  asserting a
set-off,  right or  subrogation  or  recoupment  of any kind  against  any debt,
liability or obligation due to any such releasing Person, and from commencing or
continuing  any action,  in any manner or in any place where the foregoing  does
not  comply  with or is  inconsistent  with  the  provisions  hereof,  provided,
however, that the foregoing injunctions shall not apply to rights of the holders
of  Recission or Damage  Claims,  and  Indemnification  Claims or rising from or
related thereto,  to pursue such Claims against any Person that is discharged or
released  pursuant to this Plan solely to obtain a right of recovery against any
applicable  insurance coverage or to seek  indemnification as otherwise provided
by Section 7.3 of the Plan but not to enforce a judgment against any property of
any Person that is  discharged  or released  pursuant to this Plan except to the
extent of insurance proceeds or to seek indemnification as otherwise provided by
Section 7.3 of the Plan.

                  (b) Injunction Relating to the Plan. As of the Effective Date,
except as  otherwise  provided in the Plan,  all Persons are hereby  permanently
enjoined  from  commencing  or  continuing,  in any manner or in any place,  any
action or other proceeding, whether directly,  derivatively or otherwise against
any or all of the  Released  Parties,  on account of or  respecting  any claims,
debts,  rights,  Causes of Action or liabilities released or discharged pursuant
to the Plan, except to the extent expressly permitted under the Plan.

                  (c)  Consent by Holders  of Claims and  Interests  to Entry of
Injunctive  Relief.  Without  limitation  to  the  scope,  extent,  validity  or
enforceability  of the  injunctive  relief  set  forth  in the  Plan  and in the
Confirmation Order, by accepting distributions pursuant to the Plan, each holder
of an Allowed Claim or Equity Interest receiving  distributions  pursuant to the
Plan is  hereby  deemed  to have  specifically conssented  to the  releases  and
injunctions set forth in this Plan.




                                       32

<PAGE>



                                   ARTICLE 10

                            EFFECTIVENESS OF THE PLAN

         10.1 Conditions  Precedent to Effectiveness.  The Plan shall not become
effective unless and until the following conditions shall have been satisfied or
waived pursuant to Section 10.3 of the Plan:

                  (a) the Confirmation  Order and the Substantive  Consolidation
Order, in form and substance reasonably  acceptable to the Debtors, GPH, and the
Informal Committees, shall have been entered contemporaneously by the Bankruptcy
Court and shall have become a Final Order;

                  (b) the  Reorganized  Debtors  shall have credit  availability
under the  Post-Effective  Date  Financing  Facility to provide the  Reorganized
Debtors with financing  sufficient to meet their Cash obligations under the Plan
and their business requirements as of and after the Effective Date;

                  (c)  each of the  Plan  Documents  and the New  Parent  Common
Stock,  New Senior  Notes and New  Warrants,  in form and  substance  reasonably
acceptable  to the Debtors,  GPH, and the Informal  Committees,  shall have been
effected or executed and  delivered,  and the New Common  Stock,  the New Senior
Notes and the New Warrants shall be validly issued and outstanding;

                  (d) if the  Indemnification  Claims  are to be  assumed by the
Reorganized Debtors pursuant to Section 7.3(b) hereof or otherwise, then each of
the Informal Committees shall have consented to such assumption; and

                  (e) all actions,  other documents and agreements  necessary to
implement the Plan shall have been effected or executed and delivered.

         10.2 Effect of Failure of Conditions.  In the event that one or more of
the  conditions  specified  in Section  10.1 of the Plan have not occurred on or
before 120 days after the Confirmation Date, upon notification  submitted by the
Debtors to the Bankruptcy Court (a) the Confirmation Order shall be vacated, (b)
no  distributions  under the Plan shall be made, (c) the Debtors and all holders
of Claims and Equity  Interests  shall be  restored to the status quo ante as of
the day immediately  preceding the Confirmation  Date as though the Confirmation
Date never occurred and (d) the Debtors'  obligations with respect to the Claims
and Equity Interests shall remain  unchanged and nothing  contained herein shall
constitute or be deemed a waiver or release of any Claims or Equity Interests by
or against the  Debtors or any other  Person or to  prejudice  in any manner the
rights of the Debtors or any Person in any  further  proceedings  involving  the
Debtors.

         10.3  Waiver  of  Conditions.  Upon  consent  of each  of the  Informal
Committees and GPH, the Debtors may waive,  by a writing signed by an authorized
representative of the Debtors and subsequently  filed with the Bankruptcy Court,
one or more of the conditions  precedent to  effectiveness of the Plan set forth
in Section 10.1 above.


                                       33

<PAGE>




                                   ARTICLE 11

                            RETENTION OF JURISDICTION

         11.1  Retention  of  Jurisdiction.  The  Bankruptcy  Court  shall  have
exclusive  jurisdiction  of all  matters  arising  out of, and  related  to, the
Chapter 11 Cases and the Plan  pursuant to, and for the  purposes  of,  Sections
105(a)  and 1142 of the  Bankruptcy  Code  and  for,  among  other  things,  the
following purposes:

                  (a) to  hear  and  determine  any and  all  objections  to the
allowance of any Claims or any  controversies  as to the  classification  of any
Claims, provided that only Debtors may file objections to Claims;

                  (b  to hear  and  determine  any  and  all   applications   by
Professionals for compensation and reimbursement of expenses;

                  (c) to hear and determine any and all pending applications for
the rejection and disaffirmance of executory contracts and unexpired leases, and
fix and allow any Claims resulting therefrom;

                  (d) to liquidate any Disputed Claim;

                  (e) to  enforce  the  provisions  of the Plan,  including  the
injunction, exculpation and releases provided for in the Plan;

                  (f) to enable the Debtors to prosecute any and all proceedings
which have been or may be brought prior to the Effective Date to set aside liens
or encumbrances and to recover any transfers,  assets, properties, or damages to
which the Debtors may be entitled under applicable  provisions of the Bankruptcy
Code or any federal state, or local laws;

                  (g) to correct any defect, cure any omission, or reconcile any
inconsistency  in the Plan or in the  Confirmation  Order as may be necessary to
carry out its purpose and the intent of the Plan;

                  (h) to determine any Claim or liability to a governmental unit
which may be asserted as a result of the transactions contemplated herein;

                  (i) to hear and determine matters concerning state, local, and
federal  taxes in accordance  with Sections 346, 505 and 1146 of the  Bankruptcy
Code; and

                  (j) to determine  such other matters as may be provided for in
the  Confirmation  Order or as may be  authorized  under the  provisions  of the
Bankruptcy Code.


                                       34

<PAGE>




                                   ARTICLE 12

                            MISCELLANEOUS PROVISIONS

         12.1  Effectuating  Documents  and  Further  Transactions.  Each of the
Debtors or  Reorganized  Debtors,  as the case may be, is authorized to execute,
deliver, file or record such contracts,  instruments,  releases,  indentures and
other  agreements  or  documents  and take such  actions as may be  necessary or
appropriate to effectuate  and further  evidence the terms and conditions of the
Plan and any notes or securities issued pursuant to the Plan.

         12.2  Exemption from Transfer Taxes. In accordance with Section 1146(c)
of the Bankruptcy  Code, (a) the issuance,  transfer or exchange of any security
under the Plan or the making or delivery of any instrument of transfer  pursuant
to, in implementation  of, or as contemplated by the Plan,  including any merger
agreements or agreements of consolidation,  deeds,  bills of sale or assignments
executed in connection with any of the transactions contemplated under the Plan,
or the  revesting,  transfer  or sale of any real or  personal  property  of the
Debtors pursuant to, in  implementation  of, or as contemplated by the Plan, (b)
the making, delivery, creation,  assignment,  amendment or recording of any note
or other  obligation for the payment of money or any mortgage,  deed of trust or
other security  interest  under,  in furtherance  of, or in connection  with the
Plan, the issuance,  renewal,  modification  or securing of indebtedness by such
means, and (c) the making, delivery or recording of any deed or other instrument
of  transfer  under,  in  furtherance  of,  or in  connection  with,  the  Plan,
including,  without limitation,  the Confirmation Order, shall not be subject to
any document  recording  tax,  stamp tax,  conveyance  fee or other similar tax,
mortgage tax, real estate transfer tax, mortgage  recording tax or other similar
tax or governmental assessment.  Consistent with the foregoing, each recorder of
deeds or similar official for any county, city or governmental unit in which any
instrument  hereunder  is to be recorded  shall,  pursuant  to the  Confirmation
Order, be ordered and directed to accept such instrument,  without requiring the
payment of any  documentary  stamp tax,  deed stamps,  stamp tax,  transfer tax,
intangible tax or similar tax.

         12.3  Exculpation.   Neither  the  Debtors,  Reorganized  Debtors,  the
Informal  Committees,  any official  committee  of creditors  appointed in these
cases,  or GPH,  nor  any of  their  respective  members,  officers,  directors,
employees,  advisors,  agents or Professionals shall have or incur any liability
to any  holder  of a  Claim  or  Equity  Interest  for any  act or  omission  in
connection  with,  related  to, or  arising  out of, the  Chapter 11 Cases,  the
preparation or formulation of the Plan, the pursuit of confirmation of the Plan,
the consummation of the Plan or the  administration  of the Plan or the property
to be  distributed  under the  Plan,  except  for  willful  misconduct  or gross
negligence,  and, in all respects, the Debtors,  Reorganized Debtors and each of
their respective members, officers, directors,  employees,  advisors, agents and
Professionals  shall be entitled to rely upon the advice of counsel with respect
to their duties and  responsibilities  under the Plan; provided,  however,  that
nothing  in the Plan  shall,  or shall be deemed  to,  release  the  Debtors  or
Reorganized  Debtors from, or exculpate the Debtors or Reorganized  Debtors with
respect to, their respective obligations or


                                       35

<PAGE>



covenants arising pursuant to this Plan.

         12.4 Amendment or Modification of the Plan. Alterations,  amendments or
modifications  of the Plan may be proposed in writing by the  Debtors,  upon the
consent of each of the  Informal  Committees  and GPH,  at any time prior to the
Confirmation  Date,  provided  that the Plan,  as altered,  amended or modified,
satisfies the conditions of Sections 1122 and 1123 of the  Bankruptcy  Code, and
the Debtors shall have complied with Section 1125 of the  Bankruptcy  Code.  The
Plan may be  altered,  amended  or  modified  at any time  before  or after  the
Confirmation Date and before substantial  consummation,  provided that the Plan,
as altered, amended or modified, satisfies the requirements of Sections 1122 and
1123 of the  Bankruptcy  Code  and the  Bankruptcy  Court,  after  notice  and a
hearing,  confirms the Plan, as altered, amended or modified, under Section 1129
of the Bankruptcy Code. A holder of a Claim or Equity Interest that has accepted
the Plan  shall be deemed to have  accepted  the Plan,  as  altered,  amended or
modified,  if the  proposed  alteration,  amendment  or  modification  does  not
materially and adversely change the treatment of the Claim or Equity Interest of
such  holder.  The Debtors  may,  without  notice to holders of Claims or Equity
Interests  insofar as it does not materially and adversely  affect the interests
of any such holders, correct any defect or omission in this Plan and any exhibit
hereto or in any Plan Document.

         12.5  Severability.  In the event that the Bankruptcy Court determines,
prior to the Confirmation Date, that any provision in the Plan is invalid,  void
or unenforceable,  such provision shall be invalid,  void or unenforceable  with
respect to the holder or holders of such Claims or Equity  Interests as to which
the  provision  is  determined  to  be  invalid,  void  or  unenforceable.   The
invalidity,  voidness or  unenforceability of any such provision shall in no way
limit or affect the  enforceability  and operative effect of any other provision
hereof; provided,  however, that each Informal Committee and GPH, in their sole,
good  faith  judgment,   may  cause  the  Plan  to  not  be  confirmed  if  such
determination  of the Bankruptcy Court would result in a material adverse effect
to the interests of such Informal Committees' constituents (which shall include,
without  limitation,  the  invocation  of  Section  7.3(b) of this  Plan  unless
consented  to by each of the Informal  Committees)  or GPH (and/or any member of
GPH or partners of the managing  member  thereof as of the Petition  Date in any
capacity), as the case may be.

         12.6 Revocation or Withdrawal of the Plan.  Subject to the terms of the
Restructuring Agreement, the Debtors reserve the right to revoke or withdraw the
Plan prior to the Confirmation  Date. If the Debtors revoke or withdraw the Plan
prior to the Confirmation  Date, then the Plan shall be deemed null and void. In
such event,  nothing  contained herein shall constitute or be deemed a waiver or
release  of any  Claims by or  against  the  Debtors  or any other  Person or to
prejudice  in any manner the rights of the  Debtors or any Person in any further
proceedings involving the Debtors.

         12.7  Binding  Effect.  The Plan shall be binding upon and inure to the
benefit of the Debtors,  the holders of Claims and Equity  Interests,  and their
respective   successors  and  assigns,   including,   without  limitation,   the
Reorganized Debtors.



                                       36

<PAGE>



         12.8 Notices. All notices, requests and demands to or upon the Debtors,
the Informal  Senior Note  Committee,  or the Informal  TOPrS  Committee,  to be
effective,  shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when  actually  delivered or, in
the case of notice by facsimile  transmission,  when received and telephonically
confirmed, addressed as follows:



If to the Debtors:                           If to the Informal Senior Note
                                             Committee:
c/o Golden Books Family Entertainment, Inc.
888 Seventh Avenue                           c/o Stroock & Stroock & Lavan LLP
New York, New York  10106                    180 Maiden Lane
tel:  212.547.6700                           New York, New York  10035-4982
fax:  212.371.1091                           tel:  212.806.5642
Attn:  Richard E. Snyder                     fax:  212.806.6006
                                             Attn:  Fred S. Hodara, Esq
with a copy to:

Proskauer Rose LLP                           If to the Informal TOPrS Committee:
Attorneys for the Debtors
1585 Broadway                                c/o Cleary, Gottlieb, Steen &
New York, New York  10036-8299               Hamilton
tel:  212.969.3000                           One Liberty Plaza
fax:  212.962.2900                           New York, New York  10006-1470
Attn:  Alan B. Hyman, Esq.                   tel:  212.225.3999
                                             fax:  212.225.3999
                                             Attn:  James E. Millstein, Esq.

If to GPH:

c/o Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York  10019
tel:  212.728.8000
fax:  212.728.8111
Attn:  Marc Abrams, Esq.

         12.9  Termination of Committees.  Except as otherwise  provided in this
Section 12.9, on the Effective Date, the Official Committee, the Informal Senior
Note Committee and the Informal TOPrS  Committee  shall cease to exist and their
respective  members and  employees  or agents  (including,  without  limitation,
attorneys,   investment  bankers,  financial  advisors,  accountants  and  other
professionals)  shall be released  and  discharged  from any further  authority,
duties, 


                                       37

<PAGE>



responsibilities and obligations relating to, arising from or in connection with
the Official Committee,  Informal  Senior Note  Committee and the Informal TOPrS
Committee, as the case may be. The Official Committee,  the Informal Senior Note
Committee and the Informal  TOPrS  Committee  shall continue to exist after such
date (i) solely with respect to all the  applications  filed pursuant to Section
330 of the  Bankruptcy  Code or Claims for fees and  expenses by  Professionals,
(ii) any post-confirmation  modifications to the Plan or Confirmation Order, and
(iii) any matters  pending as of the Effective Date before the Bankruptcy  Court
to which the Official  Committee,  the Informal  Senior Note  Committee  and the
Informal TOPrS Committee is party, until such matters are resolved.

         12.10  Governing  Law.  Except  to  the  extent  the  Bankruptcy  Code,
Bankruptcy Rules or other federal law is applicable,  or to the extent the Plan,
including  documents contained in the Plan Supplement,  provides otherwise,  the
rights  and  obligations  arising  under  this Plan  shall be  governed  by, and
construed  and enforced in accordance  with,  the laws of the State of New York,
without   giving  effect  to  the   principles  of  conflicts  of  law  of  such
jurisdiction.

         12.11  Withholding and Reporting  Requirements.  In connection with the
consummation  of the Plan, the Debtors or the Reorganized  Debtors,  as the case
may be, shall comply with all withholding and reporting  requirements imposed by
any federal,  state,  local or foreign  taxing  authority and all  distributions
hereunder shall be subject to any such withholding and reporting requirements.

         12.12 Plan  Supplement.  Forms of the Plan Documents shall be contained
in the Plan  Supplement.  Upon its filing with the  Bankruptcy  Court,  the Plan
Supplement may be inspected in the office of the Clerk of the  Bankruptcy  Court
during  normal court hours.  Holders of Claims or Equity  Interests may obtain a
copy of the Plan  Supplement  upon written  request to the Debtors in accordance
with Section 12.8 hereof. The Plan Supplement is incorporated into and a part of
the Plan as if set forth in full herein.

         12.13 Allocation of Plan Distributions  Between Principal and Interest.
To the extent that any Allowed Claim entitled to a  distribution  under the Plan
is comprised  of  indebtedness  and accrued but unpaid  interest  thereon,  such
distribution  shall,  for  federal  income tax  purposes,  be  allocated  to the
principal  amount of the Claim first and then,  to the extent the  consideration
exceeds the principal amount of the Claim, to accrued but unpaid interest.

         12.14  Headings.  Headings  are used in the Plan  for  convenience  and
reference  only,  and  shall  not  constitute  a part of the Plan for any  other
purpose.

         12.15  Filing  of  Additional  Documents.   On  or  before  substantial
consummation of the Plan, the Debtors shall file with the Bankruptcy  Court such
agreements and other  documents as may be necessary or appropriate to effectuate
and further evidence the terms and conditions hereof.



                                       38

<PAGE>



         12.16 Inconsistency. In the event of any inconsistency between the Plan
and the Disclosure Statement, any exhibit to the Plan or Disclosure Statement or
any other instrument or document  created or executed  pursuant to the Plan, the
Plan shall govern.

Dated:     New York, New York
           March 25, 1999

                                            GOLDEN BOOKS  FAMILY  ENTERTAINMENT,
                                            INC.,  (for  itself and on behalf of
                                            each of the above captioned  Debtors
                                            and Debtors-in-Possession)


                                            By:/s/ Richard E. Snyder     
                                               Richard E. Snyder,
                                               Chairman of the Board and
                                               Chief Executive Officer


PROSKAUER ROSE LLP
Counsel to the Debtors and
Debtors-in-Possession


By:  /s/ Alan B. Hyman            
     Alan B. Hyman (AH-6655)
     A Member of the Firm
     1585 Broadway
     New York, New York  10036
     (212) 969-3000


                                       39

<PAGE>



                             EXHIBIT "A" TO THE PLAN

                 Principal Terms of Management Stock Option Plan


The Management  Stock Option Plan shall be a stock  incentive  program and shall
provide for the issuance of up to 10%, on a  fully-diluted  basis, of the shares
of New Parent Common Stock as of the Effective  Date of the Plan.  Shares of New
Parent Common Stock issued pursuant to the Management Stock Option Plan shall be
allocated as follows:

       (i)        Richard  E.  Snyder  (Chief  Executive  Officer)  -  2%,  on a
                  fully-diluted  basis, of the shares of New Parent Common Stock
                  in the form of  restricted  stock  to vest  2/3 on the  second
                  anniversary  of the  Effective  Date  and  1/3  on  the  third
                  anniversary   of  the  Effective   Date  (with  vesting  fully
                  accelerated  upon a termination  without  cause, a termination
                  for good reason, a termination due to death or disability or a
                  change of control).

       (ii)       Richard K. Collins (Chief Operating  Officer),  Philip Galanes
                  (Chief  Administrative  Officer) and Colin Finkelstein  (Chief
                  Financial  Officer)- Each shall receive 1%, on a fully-diluted
                  basis, of the shares of New Parent Common Stock in the form of
                  at the money stock  options with an exercise  price based upon
                  the total equity value of Reorganized  Parent (as set forth in
                  the  Disclosure  Statement)  to vest ratably over a three year
                  period (with  vesting  fully  accelerated  upon a  termination
                  without  cause, a termination  for good reason,  a termination
                  due to death or disability or a change of control).

       (iii)      5%, on a  fully-diluted  basis,  of the  shares of New  Parent
                  Common  Stock  shall be  reserved  for  option  grants  to key
                  employees up to one-half of which is to be  determined  by the
                  Debtors'  current  management or board to be issued as part of
                  the  Debtors'  1999 bonus plan to  management  not  covered by
                  clauses (i) or (ii) above, with the remainder to be determined
                  by the board of directors of Reorganized Parent.


                                       A-1

<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1             DEFINITIONS AND CONSTRUCTION OF TERMS....................1
         1.1          "Administrative Expense Claim"...........................2
         1.2          "Allowed"................................................2
         1.3          "Ballot".................................................2
         1.4          "Bankruptcy Code"........................................2
         1.5          "Bankruptcy Court".......................................2
         1.6          "Bankruptcy Rules".......................................2
         1.7          "Bar Date"...............................................2
         1.8          "Business Day"...........................................2
         1.9          "Cash"...................................................3
         1.10         "Causes of Action".......................................3
         1.11         "Chapter 11 Cases".......................................3
         1.12         "Claim"..................................................3
         1.13         "Class"..................................................3
         1.14         "Collateral".............................................3
         1.15         "Confirmation Date"......................................3
         1.16         "Confirmation Hearing"...................................3
         1.17         "Confirmation Order".....................................3
         1.18         "Contingent Claim".......................................3
         1.19         "Convertible Debenture Claims"...........................4
         1.20         "Convertible Debentures".................................4
         1.21         "Convertible Debenture Indenture"........................4
         1.22         "Debt Securities Recission or Damage Claims".............4
         1.23         "Debtors"................................................4
         1.24         "Debtors-in-Possession"..................................4
         1.25         "DIP Financing Order"....................................4
         1.26         "DIP Lender".............................................4
         1.27         "DIP Loan Documents".....................................4
         1.28         "Disclosure Statement"...................................4
         1.29         "Disputed"...............................................5
         1.30         "Distribution Agreement".................................5
         1.31         "Distribution Record Date"...............................5
         1.32         "Effective Date".........................................5
         1.33         "Equity Interests".......................................5
         1.34         "Equity Interest Recission or Damage Claims".............5
         1.35         "Estates"................................................6
         1.36         "Final Order"............................................6
         1.37         "General Secured Claim"..................................6
         1.38         "General Unsecured Claim"................................6


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<PAGE>



         1.39         "GPH"....................................................6
         1.40         "GPH Claims".............................................6
         1.41         "GPH Note Purchase Agreement"............................6
         1.42         "GPH Notes"..............................................6
         1.43         "Indemnification Claims".................................6
         1.44         "Indenture Trustee Charging Lien"........................7
         1.45         "Informal Committees"....................................7
         1.46         "Informal Senior Note Committee".........................7
         1.47         "Informal TOPrS Committee"...............................7
         1.48         "Lien"...................................................7
         1.49         "Management Stock Option Plan"...........................7
         1.50         "New Parent Common Stock"................................7
         1.51         "New Senior Notes".......................................7
         1.52         "New Senior Note Indenture"..............................7
         1.53         "New Senior Note Indenture Trustee"......................7
         1.54         "New Senior Note Security Agreement".....................8
         1.55         "New Warrants"...........................................8
         1.56         "Official Committee".....................................8
         1.57         "Old Common Stock Interests".............................8
         1.58         "Old Preferred Stock Interests"..........................8
         1.59         "Old Senior Notes".......................................8
         1.60         "Old Senior Note Claims".................................8
         1.61         "Old Senior Note Indenture"..............................8
         1.62         "Old Senior Note Indenture Trustee"......................8
         1.63         "Parent".................................................8
         1.64         "Person".................................................9
         1.65         "Petition Date"..........................................9
         1.66         "Plan"...................................................9
         1.67         "Plan Documents".........................................9
         1.68         "Plan Supplement"........................................9
         1.69         "Post-Effective Date Financing Facility".................9
         1.70         "Post-Effective Date Financing Facility Documents".......9
         1.71         "Priority Claims"........................................9
         1.72         "Priority Tax Claim"....................................10
         1.73         "Professionals".........................................10
         1.74         "Pro Rata Share"........................................10
         1.75         "Publishing"............................................10
         1.76         "Publishing Notes"......................................10
         1.77         "Recission or Damage Claims"............................10
         1.78         "Registration Rights Agreement".........................10
         1.79         "Released Parties"......................................10
         1.80         "Reorganized Debtors"...................................10
         1.81         "Reorganized Debtors' Charters".........................10


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<PAGE>



         1.82         "Reorganized Parent"....................................11
         1.83         "Reorganized Parent Charter"............................11
         1.84         "Reorganized Publishing"................................11
         1.85         "Reorganized Video".....................................11
         1.86         "Restructuring Agreement"...............................11
         1.87         "Retiree Benefits"......................................11
         1.88         "Schedules".............................................11
         1.89         "Secured Claim".........................................11
         1.90         "Subsidiary"............................................11
         1.91         "Subsidiary Equity Interest"............................11
         1.92         "Substantive Consolidation Order".......................12
         1.93         "TOPrS Certificates"....................................12
         1.94         "TOPrS Claims"..........................................12
         1.95         "TOPrS Trust"...........................................12
         1.96         "TOPrS Trustee".........................................12
         1.97         "Video".................................................12
         1.98         "Warrant Agreement".....................................12

ARTICLE 2             TREATMENT OF ALLOWED ADMINISTRATIVE
                      EXPENSE CLAIMS AND ALLOWED PRIORITY TAX CLAIMS..........12
         2.1          Non-Classification......................................12
         2.2          Administrative Expense Claims...........................12
                      (a)    In General.......................................12
                      (b)    Professional Compensation and Expense 
                             Reimbursement Claims.............................13
                      (c)    Treatment of Claims of DIP Lender................13
         2.3          Priority Tax Claims.....................................13

ARTICLE 3             CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS...........14

ARTICLE 4             TREATMENT OF CLAIMS AND EQUITY INTERESTS................15
         4.1          CLASS 1-- ALLOWED PRIORITY CLAIMS.......................15
                      (a)    Impairment and Voting............................15
                      (b)    Distributions....................................15
         4.2          CLASS 2-- GENERAL SECURED CLAIMS........................15
                      (a)    Impairment and Voting............................15
                      (b)    Distributions....................................15
         4.3          CLASS 3-- ALLOWED OLD SENIOR NOTE CLAIMS................15
                      (a)    Allowance of Old Senior Note Claims..............15
                      (b)    Impairment and Voting............................15
                      (c)    Distributions....................................16
                      (d)    Principal Terms of New Senior Notes..............16
                      (e)    Cancellation of Old Senior Notes and 
                             Related Instruments..............................17
         4.4          CLASS 4-- GPH CLAIMS....................................18


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<PAGE>



                      (a)    Allowance of GPH Claims..........................18
                      (b)    Impairment and Voting............................18
                      (c)    Distributions....................................18
                      (d)    Cancellation of GPH Notes and 
                             Related Instruments..............................18
         4.5          CLASS 5-- TOPrS CLAIMS..................................19
                      (a)    Allowance of TOPrS Claims........................19
                      (b)    Impairment and Voting............................19
                      (c)    Distributions....................................19
                      (d)    Cancellation of TOPrS Certificates and 
                             Related Instruments..............................19
         4.6          CLASS 6-- GENERAL UNSECURED CLAIMS......................19
                      (a)    Impairment and Voting............................19
                      (b)    Distributions....................................19
         4.7          CLASS 7-- DEBT SECURITIES RECISSION OR DAMAGE
                      CLAIMS..................................................20
                      (a)    Impairment and Voting............................20
                      (b)    Distributions....................................20
         4.8          CLASS 8-- OLD PREFERRED STOCK INTERESTS.................20
                      (a)    Impairment and Voting............................20
                      (b)    Distributions....................................20
         4.9          CLASS 9-- OLD COMMON STOCK INTERESTS....................20
                      (a)    Impairment and Voting............................20
                      (b)    Distributions....................................20
         4.10         CLASS 10 -- EQUITY INTEREST RECISSION OR DAMAGE
                      CLAIMS..................................................20
                      (a)    Impairment and Voting............................20
                      (b)    Distributions....................................21
         4.11         CLASS 11-- SUBSIDIARY EQUITY INTERESTS..................21
                      (a)    Impairment and Voting............................21
                      (b)    Distributions....................................21

ARTICLE 5             IMPLEMENTATION AND EFFECT OF CONFIRMATION OF PLAN.......21
         5.1          Plan Funding............................................21
         5.2          Post-Effective Date Financing Facility..................21
         5.3          Reorganized Debtors' Charter............................21
         5.4          Issuance of New Securities..............................22
         5.5          Management of Reorganized Debtors.......................22
         5.6          Directors and Officers of Reorganized Debtors...........22
                      (a)    Boards of Directors of Reorganized Debtors.......22
                      (b)    Officers of Reorganized Debtors..................22
                      (c)    Employment Contracts.............................23
         5.7          Management Stock Option Plan............................23
         5.8          Cancellation and Surrender of Existing 
                      Securities and Agreements...............................23
         5.9          Continuation of Bankruptcy Injunction or Stays..........24


                                       iv

<PAGE>



         5.10         Revesting of Assets.....................................24
         5.11         General Release of Liens................................24
         5.12         Full and Final Satisfaction.............................24
         5.13         Causes of Action........................................24
                      (a)    In General.......................................24
                      (b)    Avoiding Powers..................................24
         5.14         Indenture Trustee Charging Liens........................24
         5.15         Termination of Subordination Rights and
                      Settlement of Related Claims and Controversies..........25
         5.16         Administration Pending Effective Date...................25
         5.17         Setoffs.................................................25
         5.18         Corporate Action........................................25
         5.19         Post-Confirmation Fees, Final Decree....................26
         5.20         Registration Rights.....................................26
         5.21         Section 1145 Exemption..................................26

ARTICLE 6             PROVISIONS REGARDING VOTING AND DISTRIBUTIONS
                      UNDER THE PLAN AND TREATMENT OF DISPUTED, CONTINGENT
                      AND UNLIQUIDATED CLAIMS AND EQUITY INTERESTS............26
         6.1          Voting of Claims........................................26
         6.2          Nonconsensual Confirmation..............................26
         6.3          Method of Distributions Under the Plan..................27
                      (a)    In General.......................................27
                      (b)    Distributions of Cash............................27
                      (c)    Timing of Distributions..........................27
                      (d)    Fractional Cents.................................27
                      (e)    Fractional Shares................................27
                      (f)    Unclaimed Distributions..........................27
                      (g)    Distributions to Holders as of the
                             Distribution Record Date.........................27
         6.4          Objections to and Resolution of Administrative 
                      Expense Claims,Claims and Equity Interests..............28
         6.5          Disputed Claims.........................................28
         6.6          Disputed Payments.......................................28

ARTICLE 7             EXECUTORY CONTRACTS AND UNEXPIRED LEASES;
                      INDEMNIFICATION CLAIMS; RETIREE BENEFITS; POST -
                      CONFIRMATION FEES AND FINAL DECREE......................29
         7.1          Executory Contracts and Unexpired Leases................29
         7.2          Bar Date for Filing Proofs of Claims Relating 
                      to Executory Contracts and Unexpired Leases 
                      Rejected Pursuant to the Plan...........................29
         7.3          Indemnification Claims..................................29
         7.4          Compensation and Benefit Programs.......................30
         7.5          Retiree Benefits........................................30



                                        v

<PAGE>


ARTICLE 8             SUBSTANTIVE CONSOLIDATION...............................30
         8.1          Substantive Consolidation...............................30

ARTICLE 9             PROVISIONS REGARDING RELEASES,
                      INJUNCTIONS, AND DISCHARGE..............................31
         9.1          Releases................................................31
                      (a)    Release of Released Parties......................31
                      (b)    Mutual Releases by Released Parties..............31
         9.2          Discharge...............................................31
         9.3          Injunctions.............................................32
                      (a)    Injunction Related to Claims Released by 
                             Released Parties and All Other Persons...........32
                      (b)    Injunction Relating to the Plan..................32
                      (c)    Consent by Holders of Claims and Interests 
                             to Entry of Injunctive Relief....................32

ARTICLE 10            EFFECTIVENESS OF THE PLAN...............................33
         10.1         Conditions Precedent to Effectiveness...................33
         10.2         Effect of Failure of Conditions.........................33
         10.3         Waiver of Conditions....................................33

ARTICLE 11            RETENTION OF JURISDICTION...............................34
         11.1         Retention of Jurisdiction...............................34

ARTICLE 12            MISCELLANEOUS PROVISIONS................................35
         12.1         Effectuating Documents and Further Transactions.........35
         12.2         Exemption from Transfer Taxes...........................35
         12.3         Exculpation.............................................35
         12.4         Amendment or Modification of the Plan...................36
         12.5         Severability............................................36
         12.6         Revocation or Withdrawal of the Plan....................36
         12.7         Binding Effect..........................................36
         12.8         Notices.................................................37
         12.9         Termination of Committees...............................37
         12.10        Governing Law...........................................38
         12.11        Withholding and Reporting Requirements..................38
         12.12        Plan Supplement.........................................38
         12.13        Allocation of Plan Distributions Between 
                      Principal and Interest..................................38
         12.14        Headings................................................38
         12.15        Filing of Additional Documents..........................38
         12.16        Inconsistency...........................................39


                                       vi