extraordinary news events. Hearst shall retain control over the content of

advertising to be published in the P-I as specified in Section 3.4.

Times agrees that it will use its best efforts, using the same degree of diligence,

to sell advertising space in the P-I and the Seattle Times and to promote and

circulate the P-I and the Seattle Times.

The Times shall establish by December 15 of each calendar year a promotional

budget identifying the circulation, advertising and company promotional activities

(including column inches of in-paper advertising) for the next calendar year. The

dollars spent on promotional activities and programs (excluding news and editorial

promotional activities as defined below) for the P-I and the Seattle Times shall be

equal. Circulation promotion shall include radio and television, other print media,

outdoor advertising, rack cards, point-of-purchase displays and in-paper

advertisements. Direct circulation sales expenses shall not be included in the

promotional budget and shall be allocated by Times among the Newspapers so as

to maximize the maintenance and enhancement of circulation of the Newspapers

to the extent economically feasible. Such sales expenses shall include items such as

carrier premiums and the expenses of order generation. All promotion and

circulation sales expenditures shall be Agency Expense except news and editorial

promotion activities. If either the P-I or the Times determines that it wishes to

engage in news and editorial promotion (i.e., promotion not directed toward

increasing circulation or advertising but instead primarily directed toward

increasing the prestige of either newspaper), its newsroom shall supply basic

information for promotional advertisements (e.g. highlighting features, columnists,

etc.). The Times promotion management shall be responsible for all final

promotional copy preparation, based in the case of P-I news and editorial

promotion on the material supplied by Hearst, and placement of all promotional