WHEREAS, the parties have agreed that certain modifications to the original

agreement are appropriate to assure the continued viability of the joint newspaper

operating arrangement;

WHEREAS, Times will continue to own and/or operate all of the production

facilities and equipment used for the publication and distribution of the

Newspapers; Whereas, it is the firm belief of the parties that the continued

publication of at least two newspapers of general circulation, editorially and

reportorially separate and independent under a joint newspaper operating

arrangement, is of paramount importance to the citizens of Seattle and its environs;

the parties further believe that the publication of the P-I can be carried on

profitably, and its continued editorial existence and independence thereby assured,

if its production, distribution and advertising functions and related non-news and

non-editorial activities are conducted and performed by Times through a single

staff of Times employees utilizing Times'plants and equipment, under a joint

newspaper operating arrangement (hereinafter referred to as "Agency" or

"Agreement"), under which Times will act on its own behalf with respect to the

Seattle Times, and on behalf of Hearst with respect to the P-1;

NOW, THEREFORE, in consideration of the premises and of the mutual

covenants and agreements hereinafter set forth, the parties hereto agree as follows:

Fffective Date. This amended and restated Agreement shall become effective as of

February 1, 1999. Upon execution hereof, each party shall furnish to the other a

written opinion of its counsel that all necessary corporate or partnership action has

been taken to authorize this Agreement and that this Agreement shall constitute the

valid and binding obligation of the