Exhibit 4.3


    Exhibit
      4.3

    
 

    THE
      BUREAU OF NATIONAL AFFAIRS, INC.

    STOCK
      OWNERSHIP PROVISIONS 

    As
      Adopted by the Board of Directors September 6, 2001

    As
      last amended February 28, 2007

    


    


    


    I.
      GENERAL PROVISIONS

    


    The
      Board
      of Directors of The Bureau of National Affairs, Inc., pursuant to Article IV
      of
      the Corporation’s Articles of Incorporation, which sets forth general provisions
      governing the sale, ownership, and redemption of the Corporation’s stock, hereby
      establishes the following additional procedures and provisions governing the
      Corporation’s stock, including operation of the Corporation’s Stock Purchase and
      Transfer Plan. Provisions specifically relating to the sale and issuance of
      the
      Corporation’s stock pursuant to The BNA 401(k) Plan are included in that Plan
      document. 


    


    1.
      Eligible
      Stockholders 

     

    (a)
      Class
      A Stock.
      The
      shares of Class A stock shall be issued only to persons (1) who are officers
      or
      employees of the Corporation or of a subsidiary eighty (80) percent or more
      of
      whose stock is owned by the Corporation and (2) who have been employed by the
      Corporation, or by a qualifying subsidiary of the Corporation, as a full-time
      employee for one year, or as a part-time employee (20 hours per week or more)
      for two years (all such officers and employees being hereinafter referred to
      as
      "officers and employees of the Corporation"). 

     

    (b)
      Class
      B Stock.
      The
      Class B stock shall be issued only in exchange for Class A stock (1) to officers
      or employees of the Corporation upon retirement (as defined below) because
      of
      age or disability, or (2) upon the death of officers or employees of the
      Corporation, to the estates of such officers or employees, to the dependents
      of
      such officers or employees, or to persons who are the natural objects of the
      bounty of such officers or employees, provided
      that
      death occurs (1) while the officers or employees are in the service of the
      Corporation or on military or disability leave, or (2) within 90 days after
      retirement because of age or disability.

     

     No
      person
      shall be obligated or required to accept Class B stock in exchange for Class
      A
      stock. Any person qualified above to receive Class B stock in exchange for
      Class
      A stock who elects to exercise such right of exchange shall so notify the
      Secretary of the Corporation in writing at the following times: in the case
      of
      an officer or employee of the Corporation entitled to exchange Class A stock
      for
      Class B stock upon retirement, within ninety (90) days after retirement, and
      in
      the case of anyone entitled to exchange Class A stock for Class B stock upon
      the
      death of a retired officer or employee, within one hundred eighty (180) days
      after the death of such officer or employee;  

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    For
      purposes of determining a Class A stockholder’s eligibility to exchange Class A
      stock for Class B stock upon retirement, the Class A stockholder must satisfy
      the rules of eligibility for retirement that apply to employees of the
      Corporation. For purposes of determining years of service for those stockholders
      employed by the Corporation’s qualifying subsidiaries, the starting date is the
      date the subsidiary was acquired by the Corporation, or the date of employment
      with the subsidiary corporation, whichever is later.

    


    In
      the
      event that a holder of Class A stock elects to exercise a right to exchange
      such
      stock for Class B stock at a time at which the Corporation does not have
      available authorized Class B stock with which to effectuate such exchange,
      said
      holder of Class A stock shall be so informed by the Corporation and such Class
      A
      stock may be retained by the holder thereof until receipt of notification from
      the Corporation that Class B stock is so available. Upon receipt of such
      notification from the Corporation, the exchange shall promptly be effected,
      provided
      that
      nothing contained herein shall preclude such holder of Class A stock prior
      to
      receipt of such notification from the Corporation from tendering any or all
      of
      such shares of Class A stock (a) to the Corporation for purchase by it in
      accordance with Paragraph 7 of this document or (b) for purchase in accordance
      with the provisions of the Stock Purchase and Transfer Plan of the
      Corporation. 

     

    (c)
      Class
      C stock.
       The
      Class
      C common stock of the Corporation is issued in exchange for Class A stock to
      officers and employees of any subsidiary corporation, eighty (80) percent or
      more of whose stock was owned by the Corporation or to the officers and
      employees of the Corporation assigned to such a subsidiary corporation, upon
      the
      disposition of that subsidiary or upon reduction of the Corporation's stock
      ownership to less than eighty (80) percent. Any exchange of Class A stock for
      Class C stock is at the option of such officer and employee and is made on
      a
      share for share basis. An election to exercise such right of exchange is made
      by
      so notifying the Secretary of the Corporation in writing within ninety (90)
      days
      after the disposition or reduction. 

     

    Any
      holder of Class C stock may at any time, by written notice to the Secretary
      of
      the Corporation, tender any or all shares of such stock to the Corporation
      for
      purchase by it. The Board of Directors may accept or reject such tender, in
      whole or in part; and if it accepts the tender or any part thereof, the
      Corporation shall redeem the shares of stock so accepted at the price in
      effect for the redemption of shares of Class A stock of the Corporation. If
      the
      Board of Directors rejects such tender in whole or in part, the shares may
      be
      transferred to any person whomsoever, subject, however, to a continuing right
      of
      the Corporation to redeem any and all of said shares in the event that, and
      at such times as, any or all of such shares are presented for transfer, and
      the
      price payable by the Corporation shall be the price in effect for
      the redemption of shares of Class A stock of the Corporation. Except
      as provided above, no shares of Class C stock may be transferred or pledged
      without the written consent of the Board of
      Directors.5

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    The
      Corporation shall have the right to redeem from the stockholder thereof all
      or
      any part of the outstanding shares of Class C stock (a) one (1) year after
      the
      death of the stockholder, (b) ninety (90) days after the stockholder has held
      the Class C stock for the number of years equal to his or her years of service
      as an officer or employee of the Corporation or the subsidiary company while
      the
      subsidiary was owned at least eighty (80) percent by the Corporation, or (c)
      on
      December 31, 2015, whichever shall first occur. Prior to exercising such right
      of redemption, the Corpora-tion shall notify the holder of the Class C stock
      by
      written notice to the address of such holder as it appears on the stock books
      of
      the Corporation and shall give the holder the opportunity to tender the shares
      to the Corporation in accordance with the previous
      paragraph.6

     

    2.
      Transfer
      on Death.
      Any
      holder of shares of Class A (other than shares held in the stockholder’s account
      in The BNA 401(k) Plan), Class B, or Class C stock shall be entitled to hold
      such shares in transfer-on-death ("TOD") form pursuant to the provisions of
      Chapter 8 of Part III, Title 12 of the Delaware Code ("Uniform TOD Security
      Registration Act") subject to such conditions as the Board of Directors may
      establish by resolution from time to time and in accordance with registration
      procedures adopted by the Secretary of the Corporation. Upon receipt of (i)
      an
      affidavit of the personal representative of the deceased owner's estate or
      such
      other proof of death of the deceased owner as may be satisfactory to the
      Secretary of the Corporation, and (ii) satisfaction of such other requirements
      as the Secretary of the Corporation may establish, shares of Class A stock,
      Class B stock, or Class C stock transferred upon the death of the owner pursuant
      to TOD registration shall be registered in the name of the surviving
      beneficiary(ies). Shares of any class of the Corporation's stock received by
      any
      person as a surviving beneficiary (or the surviving beneficiary’s
      representatives, if applicable) under a TOD registration of such shares shall
      be
      subject to the provisions of the Corporation’s Certificate of Incorporation and
      resolutions governing the operation of the Corporation’s stock plans in the same
      manner as if such shares had been received by such holder under a will or under
      the laws of descent and distribution. Without limiting the generality of the
      foregoing sentence, any such shares shall be subject to the Corporation's
      redemption or repurchase rights applicable to the personal representative of
      any
      deceased holder of the Corporation’s stock or to any recipient of the
      Corporation’s stock under a will or under the laws of descent and distribution.



    


    3.
      Consideration
      for Class A Stock
      The
      Class A stock shall be issued for money only, at such price as the Board of
      Directors may from time to time prescribe by resolution.

    


    4.
      Rate
      of Exchange of Class B Stock
      The
      exchange of Class A stock for Class B stock shall be on a share for share
      basis.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    5.
      Form
      of Certificates; Uncertificated Shares.
      The
      certificates of stock of the Corporation shall, as to each class of stock,
      be
      numbered consecutively and shall be entered in the books of the Corporation
      as
      they are issued. Each certificate shall exhibit the holder's name and the number
      of shares of stock represented thereby, and shall be signed by the President
      or
      a Vice-President, and by either the Secretary, the Treasurer, the Assistant
      Secretary or the Assistant Treasurer.

     

    All
      shares of the Corporation’s Class A, Class B, and Class C stock issued on and
      after March 25, 2000, shall be uncertificated shares; any shares of the
      Corporation’s Class A, Class B, and Class C stock issued prior to that date
      shall become uncertificated upon the stockholder’s surrender to the Corporation
      of the certificate representing such shares. Any holder of uncertificated shares
      shall be entitled, upon request, to a certificate representing those
      shares.

    


    6. Transfer
      of Stock
      Except
      as otherwise provided below, no shares of Class A and Class B stock may be
      transferred or pledged without the written consent or authorization of the
      Board
      of Directors or of such officer as may be designated by it to grant such consent
      or authorization. All transfers of stock of the Corporation represented by
      certificates shall be made upon its books by the person named in the certificate
      or by his/her lawfully constituted representative, and upon surrender of the
      certificate for cancellation; transfers of stock represented by uncertificated
      shares shall be made by the person named in the Corporation’s records or by
      his/her lawfully constituted representative, without the need for the surrender
      of a certificate. A transfer of stock registered in Transfer on Death form
      that
      occurs upon the death of the holder thereof shall be deemed to be made by the
      person named in the certificate, or by the person named in the Corporation’s
      records, provided that the Corporation has received an affidavit of the personal
      representative of the deceased owner's estate or such other proof of death
      of
      the deceased owner as may be satisfactory to the Secretary of the Corporation.
      The Corporation shall be entitled to treat the holder of record of any share
      or
      shares of stock as the holder in fact thereof, and accordingly shall not be
      bound to recognize any equitable or other claims to or interest in such shares
      on the part of any person, whether or not it shall have express or other notice
      thereof, save as expressly provided by the laws of Delaware.

    


    7. Redemption
      and Purchase of Stock by the Corporation.
      Any
      holder of Class A stock may tender any and all shares of his or her stock to
      the
      Corporation for purchase by it, subject to the provisions of Article IV of
      the
      Corporation’s Articles of Incorporation, which also specifies the procedures
      governing the tender and redemption of Class B and Class C stock. 

     

    As
      specified by Article IV, the Corporation shall have the right to redeem Class
      A,
      Class B, and Class C stock from stockholders who have held their stock for
      the
      following periods: 

    · For
      holders of Class A stock who resign or leave the employ of the Corporation
      or a
      qualifying subsidiary: 90 days from the date of leaving, unless the holder
      has
      signed an optional agreement, in which case the stock may be held for either
      one
      year or three years, depending upon the agreement;

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    · For
      holders of Class A stock who die while employed or within 90 days of retirement:
      eight years from the date of death.

    · For
      holders of Class B stock: one year from the date of death, or eight years from
      the date of retirement, whichever is longer, or as otherwise provided by the
      Board of Directors. By resolution of May 6, 1999, the Board of Directors has
      established that, where Class B stock passes by will, transfer on death
      designation, or by the laws of descent and distribution, from a retired officer
      or employee of the Corporation to his or her surviving spouse, it shall be
      the
      policy of the Corporation, with regard only to stock holdings as of September
      25, 1999 or with regard to any stock obtained by means of the split of stock
      held as of September 25, 1999, not to exercise its right of redemption until
      one
      year after the death of such spouse.

    · For
      holders of Class C stock: one year from the date of death, or 90 days after
      the
      employee has held the Class C stock for the number of years equal
      to
      his or her years of service as an employee of the subsidiary while the
      subsidiary was owned at least 80 percent by the Corporation, or December 31,
      2015, whichever shall first occur. 

    


    It
      is the
      intent of the Board of Directors that stock timely redeemed upon expiration
      of
      said holding periods will be redeemed at the price then currently in effect
      under the Stock Purchase and Transfer Plan.7

    


    8.
      Fractional
      Shares No
      fractional shares of stock may be subscribed for, issued or exchanged. The
      Board
      of Directors may, in its discretion, provide for the payment of a sum of money
      to cover fractional interests arising from an exchange, redemption or
      acquisition of stock by the Corporation.

    


    9.
      Dissolution
      or Distribution of Assets
      In the
      event of the dissolution of, or any distribution of the assets of, the
      Corporation, the holders of Class A stock, Class B stock, and Class C stock
      shall be entitled to participate ratably, share for share, and without
      preference of any class over the others.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    10.
       Lost
      Certificates.
      If
      a
      certificate of stock of the Corporation is lost or destroyed, another
      certificate of the same tenor and for the same number of shares may be issued
      in
      its stead, upon request and upon proof of such loss or destruction.

    


    


    II.
      SALE
      AND PURCHASE OF THE CORPORATION’S CLASS A STOCK: STOCK PURCHASE AND TRANSFER
      PLAN 2

    


    1.
      Stock
      Transfer in Conformity with Section.
      For all
      transfers of Corporation stock made in conformity with the requirements of
      this
      Section, approval by the Board of Directors shall not be required.

    


    2. Plan
      Features.
       The
      Stock
      Purchase and Transfer Plan (Plan) will include the following features:


     

    (a) Operation
      by Trustee.
      The Plan
      shall be operated in accordance with the provisions of this Section by a
      Trustee, who shall be designated by the Board and shall serve at the pleasure
      of
      the Board. The Board may designate one or more Assistant Trustees with powers
      to
      perform any of the Trustee’s duties herein prescribed in the absence of the
      Trustee. The Trustee accepts Class A shares tendered by stockholders who wish
      to
      sell at the established price, authenticates them, notes their receipt in the
      SPTP records, and forwards them to the Corporation for repurchase. The Trustee
      also maintains records of payroll deductions and Offers to Buy for each Plan,
      and renders an accounting of such to the Board of Directors.

     

    (b)
       Eligibility
      for Participation.  Except
      as
      otherwise provided in this Section, officers and employees eligible to
      participate shall be persons (1) who are officers or employees of the
      Corporation or of a subsidiary corporation eighty (80) percent or more of whose
      stock is owned by the Corporation and (2) who, at the end of the pending stock
      plan, will have been employed by the Corporation or by a qualifying subsidiary
      of the Corporation as a full-time employee for one year, or as a part-time
      employee (20 hours per week) for two years (all such officers and employees
      being hereinafter referred to as "officers and employees"). The term
      "stockholder," used without qualification, means any holder of Class A stock
      whether an officer or employee
      or not. 

    


    (c)
      Purchase
      of Stock.
      Participants may purchase stock through the Stock Purchase and Transfer Plan
      by
      means of payroll deduction, offers-to-buy, or supplemental bids, as described
      below. 

    
 

    (d) Priorities
      in Purchase of Stock.
      The
      Trustee shall observe the following rules as to priorities in allocating Class
      A
      shares for purchase:

    
(i)
      When
      the number of shares which can be purchased by officers and employees with
      accumulated funds from payroll deductions and by calling upon officers and
      employees who have submitted offers to buy exceeds the total of shares which
      are
      available for sale, the claims of those who have contributed funds through
      payroll deductions shall be satisfied before satisfaction of any of the claims
      of those who have submitted offers to buy. 


     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (f) Price
      of Class A Stock.
      Not more
      than 70 days
      and
      not less than 15 days prior to (1) the date of record for voting at the regular
      annual meeting of stockholders and (2) the date which follows such record date
      by six months, or longer as the Board of Directors deems necessary,3
      the
      Board of Directors shall determine the price at which it will redeem shares
      of
      Class A, Class B, and Class C stock tendered by shareholders during the
      six-month periods beginning with the two dates specified above, and the price
      at
      which Class A stock can be purchased by eligible officers and employees during
      the current six-month period.  Announcement
      of both prices shall be made to all stockholders and eligible officers and
      employees at least one week in advance of the effective date of each
      price.8

     

    (g) Issuance
      of Class A Stock. The
      Board
      of Directors shall determine twice each year, or at other frequency as the
      Board
      of Directors deems appropriate,3
      whether
      to make available treasury or unissued Class A stock for purchase through the
      Stock Purchase and Transfer Plan and,
      if
      it decides to make such stock available, it shall determine the maximum number
      of shares to be sold. 

     

    (h) Settlement
      Dates.
      On the
      dates designated below, money accumulated through payroll deductions shall
      be
      applied to the purchase of Class A stock in the name of the officers and
      employees authorizing payroll deductions for the purpose. As of these dates
      the
      Trustee shall also make available, to those who have submitted "offers to buy,"
      stock to satisfy these offers to the extent that such stock is available. Stock
      certificates or statements shall be issued to each officer or employee
      for shares then fully paid through payroll deductions or by satisfaction of
      offers to buy as soon as possible after each settlement date. The settlement
      dates are the days next preceding each of the following dates:

     

    
      	 	(i) 	Record
              date fixed prior to (a) regular stock-holders' meetings; (b) special
              stockholders’meeting; and (c) payment of dividends.
	 	(ii)	Date
              six months after record date of regular stockholders’
              meetings.


    

     

    The
      Board
      of Directors may use other methods to establish a settlement date as it deems
      it
      appropriate.3

     

    (i)
       Payroll
      Deductions for Purchase of Stock.  Eligible
      officers and employees may, upon written authorization, have deducted from
      their
      salaries designated amounts each pay period to be applied on purchase of Class
      A
      stock of the Corporation, subject to the following rules:

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      (i)
        Limitations on Amount:  Deductions from salary for such purchase
        shall not be in excess of 400 times the current price per share and not less
        than five ($5.00) per week.

       

      (ii)
        When Deductions Begin:  Deductions from payroll for the purpose of
        this subparagraph shall begin with salary for the first full pay period after
        receipt of the authorization, except that deductions from payroll authorized
        within the forty-two days preceding the close of the then current Plan or
        at a
        date established by the Board of Directors3 shall begin with salary
        for the first full week of the succeeding Plan period.

    

     

    (iii)
      Change in Amount of Authorized Deduction:  Any eligible officer or
      employee who has authorized a payroll deduction for the purposes of this
      subparagraph may increase or decrease the amount of the deduction authorized,
      subject to the limitations of subdivision (i) of this subparagraph, by giving
      written notice to the Trustee. Such notice shall take effect with salary for
      the
      first full pay period after submission of notice, except that if such notice
      is
      received within the forty-two days preceding the close of the then current
      Plan
      or at a date established by the Board of Directors3 it shall take
      effect with salary for the first full week of the succeeding Plan
      period. 

     

    (iv)
      Withdawal of Authorization: Any eligible officer or employee who has
      authorized a payroll deduction for the purposes of this subparagraph may
      withdraw his authorization at any time by giving written notice to the Trustee.
      Such notice shall take effect with salary for the first full pay period after
      submission of notice. Upon request, and with two weeks' notice, a person
      withdrawing from the Plan may have refunded any amount deducted from salary
      which has not at that time been applied to the purchase of stock

     

     (v)
      No Fractional Shares:  No fractional shares shall be purchased. On any
      settlement date, the Trustee shall refund to any officer or
      employee upon request any amount remaining after application of the deductions
      to the purchase of full shares of stock. 

     

    (j)  Offers
      to Buy. Eligible officers and employees may at any time before the fiftieth
      day1 preceding the close of the Plan currently in effect or at a date
      established by the Board of Directors3 submit to the Trustee offers
      to buy shares of the Class A stock of the Corporation. Such offers to buy shall
      be satisfied at the price of stock currently established, and shall become
      void
      at the end of each Plan.

     

    Stock
      may
      be sold by the Trustee in satisfaction of offers to buy whenever he or she
      has
      stock available for sale after the satisfaction of all claims arising from
      those
      who have authorized payroll deductions for purchase of stock: Provided,
      however,
      that no treasury or unissued stock shall be issued to satisfy such offers to
      buy
      except at the following settlement dates: (1) the day next preceding the record
      date for the regular annual stock-holders' meeting and (2) the day next
      preceding the date six months after such record date or (3) at a date
      established by the Board of Directors.3

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Filing.
      Offers
      to buy must be submitted in writing in a form prescribed and filed with the
      Trustee.

     

    Records.
      The
      Trustee shall keep a record of offers as filed by each officer or employee.
      The
      trustee shall assign to each offer to buy a listing number, which shall show
      the
      time sequence in which each offer to buy was filed. When two or more offers
      are
      received at the same time, priority among them shall be determined by
      lot.

     

    Obligations
      Entailed. Offers
      to
      buy, when filed, shall constitute a binding obligation upon the person filing
      the same to execute the purchase at any time when called upon by the Trustee
      to
      do so. If the offeror does not then execute the purchase, any pending offer
      to
      buy submitted by that offeror shall be canceled. 

      

     Limitations
      on Amount.
      No offer
      will be accepted that is for more than 16,000 shares.

     

     Change.
      Each
      officer or employee is permitted to file one offer to buy during each Plan.
      Any
      person who has filed an offer to buy may increase or decrease such offer, or
      withdraw it entirely. No offer can be filed, or changed, after the
      fiftieth1
      day
      before the end of the Plan or after a date established by the Board of
      Directors.3

     

     Fulfillment.
      Offers
      to buy shall be satisfied in order of priority based on the date when the offer
      to buy is listed according to the following system: when the Trustee has
      available shares for sale to makers of offers to buy, he or she shall allot
      to
      each listing number in numerical sequence eight hundred (800) shares, or the
      full amount of the offer to buy if the offer is for fewer than eight hundred
      (800) shares, until all listing numbers have received their allotments or until
      all the available shares have been allotted. If additional shares for allotment
      remain, they shall be allocated in the same manner, eight hundred (800) or
      fewer
      (if the unfulfilled offer to buy is less than eight hundred (800)) shares being
      allotted to each number in rotation until all available shares are sold. After
      each such allotment the "live" listing shall be reconstituted, beginning with
      the first offer to buy that was not satisfied in the previous allotment, and
      the
      same procedure followed on subsequent allotments. 

     

    (k) Place
      and Sale of Stock
      All
      stock under this Plan is to be issued, sold, and paid for in Washington, D.C.
      No
      notice of participation in the Plan is effective until received and accepted
      at
      the principal office of the Corporation.

    


    3.
      Register
      of Supplemental Bids.
      If the
      Corporation elects not to repurchase stock 
      pursuant
      to optional agreements or offered for sale by stockholders, the
      Trustee shall
      establish a Register of Supplemental Bids. In this Register shall be entered
      bids for Class A stock
      of
      the Corporation which have been communicated in writing to the Trustee by
      eligible officers and employees. The Register shall show in the order of receipt
      the name of the bidder, the bidding price, the number of shares bid for, and
      the
      date as of which the bid expires (unless the bid is open). Any bid may be
      withdrawn upon one week's written notice to the Trustee. The Register shall
      be
      open for inspection at the principal office of the Corporation at all reasonable
      hours to stockholders and eligible officers and employees.
      The Trustee shall reply promptly to mail inquiries of stockholders and eligible
      officers and employees respecting the Register.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (a) Stock
      Transfer Pursuant to Supplemental Bids.
      Any
      stockholder may offer his or her stock in satisfaction of the registered bids,
      and transfer shall be made upon the books of the Corporation from the offerer
      to
      the bidder. When two or more bids at the same price have been registered, bids
      at that price will be satisfied in time order of their registration. If there
      are no supplemental bids, a Class A stockholder wishing to sell any such shares
      could tender them to the Corporation at a price equal to the lower of book
      value
      or the average of book value and ten times average per share earnings for
      the past
      three calendar years. If and to the extent the Corporation did not accept such
      a
      tender, the shares of Class A stock could be sold to any person, subject to
      certain BNA repurchase rights.

     

    (b)
       Annual
      Statement of Trustee. In
      any
      year in which a Register of Supplemental Bids is maintained, the Trustee shall
      send all Class A stockholders and eligible officers and employees
      an annual statement of the manner in which the system of Supplemental Bids
      is
      operated and the conditions which must be met by those who wish to avail
      themselves of its use.

    


    


    III.
      OPTIONAL
      AGREEMENT FOR TRANSFEROF
      CLASS A STOCK
      ON TERMINATION OF EMPLOYMENT

    


    


    1.
      Form
      of Agreement.
      The
      Corporation shall, on and after January 1, 1998, offer to all officer and
      employee holders of Class A stock the option to execute the following
      agreement:

     

    Agreement
      between The Bureau of National Affairs, Inc., party of the first part, and
      _____________, holder of one or more shares of the Class A stock of The Bureau
      of National Affairs, Inc., in his/her name, or for his/her account in The BNA
      401(k) Plan, party of the second part: 

     

    In
      consideration of mutual advantages accruing therefrom, the parties hereby
      covenant and agree as follows:

     

    
      	 	
              1.
                

            	
              The
                party of the second part will, within not more than one (1) year
                of his or
                her separation from employment by The Bureau of National Affairs,
                Inc.
                (herein called the Corporation) or by a subsidiary eighty (80) percent
                or
                more of whose stock is owned by the Corporation, offer all Class
                A stock
                of the Corporation held by him or her to be purchased under the Stock
                Purchase and Transfer Plan set up by the Corporation. Such offer
                or offers
                may be made at any time within the said one (1) year for any part
                or all
                of the Class A stock so held.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.
                

            	
              If
                the Corporation elects not to repurchase the stock,
                the
                party of the second part may, at that time, at his or her option,
                accept
                Supplemental Bids, if any, registered with the Trustee of the Plan.
                If
                such Supplemental Bids are not accepted, the party of the second
                part may
                retain his or her shares for later offers through the Stock Purchase
                and
                Transfer Plan, including acceptance of Supplemental
                Bids.

            


    

     

    
      	 	
              3.
                

            	
              If
                at the end of one (1) year after termination of his or her employment,
                the
                party of the second part still retains any Class A stock of the
                Corporation, she or he shall offer it forthwith for redemption by
                the
                Corporation.
                If
                the Corporation elects not to repurchase the stock, the
                Trustee of the Plan shall so notify her or him and she or he may
                thereafter retain such shares as have not been purchased or may dispose
                of
                them by accepting Supplemental
                Bids.

            


    

     

    
      	 	
              4.
                

            	
              If
                the party of the second part, or his/her heirs or legatees, offers
                any or
                all of his/her shares for sale other than as herein specified, this
                agreement shall become null and
                void.

            


    

     

    
      	 	
              5.
                

            	
              This
                agreement shall be binding upon the heirs and legatees of the party
                of the
                second part.

            


    

     

    
      	 	
              6.
                

            	
              Nothing
                herein contained shall diminish any right of the party of the second
                part
                to exchange Class A stock for Class B stock of the Corporation.
                

            


    

     

    
      	 	
              7.
                

            	
              The
                provisions of Section I, Paragraph 7 of this document shall not apply
                to
                the party of the second part, or his/her heirs or legatees, so long
                as
                this agreement is in force and
                effect.

            


    

    


    2. 
      Previous Agreements Honored  The Corporation shall honor all
      Optional Agreements previously and propely executed.  

    


    


    SECTION
      IV. AMENDMENTS

    


    The
      Stock
      Ownership Provisions may be supplemented, amended, altered, or repealed by
      the
      affirmative vote of the Board of Directors at any regular meeting or special
      meeting.
      4

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    FOOTNOTES

    


    1.
      Changed
“forty-second day” to “fiftieth day” by action of the Board of Directors on
      September 12, 2002.

     

    2.
      Deleted
      all references to “Stock Purchase Fund” and changed language to clarify that the
      corporation’s stock is sold to stockholders, and repurchased from stockholders,
      by the corporation, and not by the SPTP Trustee, by action of the Board of
      Directors on February 10, 2005. 

    


    3.
      Amended
      by action of the Board of Directors on August 16, 2006, to effectuate the
      extension of Stock Purchase and Transfer Plan No. 114 to November 25, 2006.
      

    


    4.
      Added
      by
      action of the Board of Directors on August 16, 2006. 

     

    
      5.
        Amended
        by action of the Executive Committee on February 28, 2007. The provision
        formerly read as follows: 

      


      Any
        holder of Class C stock may at any time, by written notice to the Secretary
        of
        the Corporation, tender any or all shares of such stock to the Corporation
        for
        purchase by it. The Board of Directors may accept or reject such tender,
        in
        whole or in part; and if it accepts the tender or any part thereof, the
        Corporation shall purchase the shares of stock so accepted at the price in
        effect for purchase and sale of shares of Class A stock of the Corporation
        under
        the Stock Purchase and Transfer Plan of the Corpora-tion. If the Board of
        Directors rejects such tender in whole or in part, the shares may be transferred
        to any person whomsoever, subject, however, to a continuing right of the
        Corporation to purchase any and all of said shares in the event that, and
        at
        such times as, any or all of such shares are presented for transfer, and
        the
        price payable by the Corporation shall be the price in effect for the purchase
        and sale of Class A stock of the Corporation under the Stock Purchase and
        Transfer Plan of the Corporation. Except as provided above, no shares of
        Class C
        stock may be transferred or pledged without the written consent of the Board
        of
        Directors.

      
 

      6.
        The
        following sentence was deleted by action of the Executive Committee on February
        28, 2007: “If the holder fails to tender the shares, the Corporation may
        exercise the right to redeem the outstanding shares of Class C stock at a
        price
        per share equal to the book value per outstanding share at the close of the
        next
        preceding calendar year, as determined by independent auditors, and the said
        holder shall have no further rights, privileges, or powers in respect of
        such
        stock.”

       

      7.
        The
        following paragraph was deleted by action of the Executive Committee on February
        28, 2007:

      


      However,
        as regards any stock that is not timely redeemed and is held beyond the
        specified holding period, the Corporation reserves the exclusive right to
        redeem
        such stock in the following manner: Prior to exercising such right of
        redemption, the Corporation will provide written notice to the holder and
        shall
        give the holder the opportunity to sell his or her stock at the price currently
        in effect under the Stock Purchase and Transfer Plan. If the holder fails
        to do
        so, the Corporation may exercise the right to redeem from the holder all
        outstanding shares of stock at a price per share equal to the book value
        per
        outstanding share at the close of the immediately preceding calendar year,
        as
        determined by independent auditors, provided,
        that if
        the book value per outstanding share, as so determined, exceeds ten times
        the
        average annual net earnings per outstanding share, if any, of the Corporation
        (after taxes, including income taxes) for the preceding three calendar years,
        as
        determined by independent auditors, then the price shall be the average of
        such
        two figures (book value and ten times average net earnings) per outstanding
        share. 

      


       8.
        Amended
        by action of the Executive Committee on February 28, 2007. The provision
        formerly read as follows:

       

      (f) Price
        of Class A Stock.
        Not more
        than 70 days
        and
        not less than 15 days prior to (1) the date of record for voting at the regular
        annual meeting of stockholders and (2) the date which follows such record
        date
        by six months, or longer as the Board of Directors deems necessary,3
        the
        Board of Directors shall determine the price of the Class A stock for purchase
        and sale during the six-month periods beginning with the two dates specified
        above. The price set shall not be below the book value per share for the
        immediately preceding calendar year as determined by independent auditors.
        The
        price shall be the same for stock tendered by stockholders for purchase by
        the
        Corporation or sold through the Stock Purchase and Transfer Plan. Announce-ment
        of the price shall be made to all stockholders and eligible officers and
        employees at least one week in advance of the effective
        date.



    
      
        
        

      

      
        19