AMENDED AND RESTATED SEVERANCE AGREEMENT BETWEEN MEREDITH CORPORATION AND EXECUTIVE OFFICERS

AMENDED AND RESTATED SEVERANCE AGREEMENT
BETWEEN MEREDITH CORPORATION AND EXECUTIVE OFFICERS

This Agreement is entered into as of the               day of __________, _______, by and between MEREDITH CORPORATION, an Iowa corporation (the "Company"), and ___________________________ (the "Executive").

WHEREAS, the Executive has been offered and has accepted a high level position with the Company, and the Company recognizes the valuable services that the Executive can provide to the Company and desires to be assured that Executive will be available to actively participate in the business of the Company; and

WHEREAS, the Executive is willing to accept employment with the Company but desires assurance that in the event of any change in control of the Company he will continue to have the responsibility and status of the position to which he was appointed; serve the Company but desires assurance that in the event of any change in control of the Company he will continue to have the responsibility and status he has earned; and

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the Company and the Executive hereby agree as follows:

1. 1. Term . This Agreement shall commence on the date hereof and shall terminate, except to the extent that any obligation of the Company hereunder remains unpaid as of such time, upon the earliest of (i) three (3) years from the date hereof; (ii) the termination of the Executive's employment with the Company based on death, "Disability" (as defined in Section 3(b)), "Mandatory Retirement" (as defined in Section 3(c)) or "Cause" (as defined in Section 3(d)) or by the Executive other than for "Good Reason" (as defined in Section 3(e)); and (iii) two (2) years from the date of a "Change in Control of the Company" (as defined in Section 2) if the Executive is employed by the Company as of such time. The three (3) year period referred to in item (i) above shall automatically be extended for an additional year on each anniversary date of this Agreement to renew the three year period referred to in item (i) above, unless the Company gives written notice to the contrary to the Executive at least thirty (30) days prior to such anniversary date; provided that the Company may not deliver a notice of nonrenewal after (A) a Potential Change in Control (as defined in Section 2 hereof) unless the Board of Directors of the Company (the "Board") has adopted a Nullification Resolution (as defined in Section 2 hereof) with respect to such Potential Change in Control or (B) a Change in Control (as defined in Section 2 hereof).
   2. Change in Control .

1. 2. 1. Payment of Severance . No compensation shall be payable under this Agreement unless and until (a) there shall have been a Change in Control of the Company while the Executive is still an employee of the Company and (b) the Executive is no longer an employee of the Company as a result of a termination by the Company other than pursuant to Sections 3(b), 3(c) or 3(d) hereof or by the Executive for Good Reason; provided , however , that notwithstanding anything in this Agreement to the contrary, if a Change in Control of the Company occurs and if the Executive's employment with the Company is terminated prior to the date on which the Change in Control of the Company occurs, and if there is a reasonable basis that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control of the Company or (2) otherwise arose in connection with or anticipation of a Change in Control of the Company, then such termination of employment shall be treated as a termination of the Executive's employment following a Change in Control of the Company.

1. 2. 2. Change in Control Defined . For purposes of this Agreement, a "Change in Control" of the Company shall mean:

1. 2. 2. 1. the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided , however , that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections (iii)(A), (iii)(B) and (iii)(C) of this definition;
         2. individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
         3. consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
         4. approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding anything to the contrary in this Agreement, (A) no Change in Control of the Company shall be deemed to have occurred for purposes of this Agreement as a result of any agreement, transaction or Business Combination involving solely shareholders of the Company who are descendants of E. T. Meredith, founder of the Company or trusts for the benefit of such individuals or entities, the voting power of which is controlled by such Persons (the "Meredith Shareholders") so long as the Meredith Shareholders continue to own more than 50% of the Outstanding Company Voting Securities following such transaction and (B) no transaction pursuant to clause (i) of this definition shall constitute a Change in Control of the Company so long as the Meredith Shareholders own more than 50% of the Outstanding Company Voting Securities immediately following such transaction, unless and until the Meredith Shareholders own 50% or less of the Outstanding Company Voting Securities while the Person making the acquisition under clause (i) of the definition continues to own 20% or more of the Outstanding Company Voting Securities or the Outstanding Company Common Stock.

1. 2. 3. Potential Change in Control . For the purposes of this Agreement, a "Potential Change in Control" shall be deemed to have occurred if (i) any Person commences a tender offer, with adequate financing, which, if consummated, would result in such Person having the "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 10% or more of the outstanding voting power of the Company; (ii) the Company enters into an agreement the consummation of which would constitute a Change in Control; (iii) any person (including any group (within the meaning of Rule 13d-5(b) under the Exchange Act)) other than the Company attempts, directly or indirectly, to replace more than 25% of the directors of the Company; or (iv) any other event occurs which the Board declares to be a Potential Change in Control. Notwithstanding the foregoing, if, after a Potential Change in Control and before a Change in Control, the Board makes a good faith determination that such Potential Change in Control will not result in a Change in Control, the Board may nullify the effect of the Potential Change in Control (a "Nullification") by resolution (a "Nullification Resolution"), in which case the Executive shall have no further rights and obligations under this Agreement by reason of such Potential Change in Control.

1. 3. Termination Following Change in Control .

a.        Termination . If a Change in Control of the Company shall have occurred while the Executive is still an employee of the Company, the Executive shall be entitled to the compensation provided in Section 4 upon the subsequent termination of the Executive's employment with the Company by the Executive or by the Company within the two (2) year period immediately following a Change in Control of the Company unless such termination is as a result of the Executive's (i) death; (ii) Disability; (iii) Mandatory Retirement; (iv) termination by the Company for Cause; or (v) termination by the Executive other than for Good Reason.

b.       Disability . If, as a result of the Executive's incapacity due to physical or mental illness, (i) the Executive shall have been absent from his duties with the Company on a full-time basis for nine (9) months and (ii) within thirty (30) days after such nine (9) month period a "Notice of Termination" (as defined in Section 3(f)) is given by the Company to the Executive and (iii) thereafter the Executive shall not have returned to the full-time performance of the Executive's duties, the Company may terminate this Agreement for "Disability".

c.        Mandatory Retirement . The term "Mandatory Retirement" as used in this Agreement shall mean termination by the Company or the Executive of the Executive's employment based on the Executive's having reached age sixty-five (65) or such other age as shall have been specified as the Executive's mandatory retirement age under the Company's retirement policy.

d.       Cause . The Company may terminate the Executive's employment for Cause. For purposes of this Agreement only, the Company shall have "Cause" to terminate the Executive's employment hereunder only upon (i) the willful and continued failure of the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company, which specifically identifies the manner in which the Executive has not attempted to substantially perform his duties, or (ii) the engaging by the Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this Section 3(d), no act, or failure to act, on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least 3/4 of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) and specifying the particulars thereof.

e.        Good Reason . The Executive may terminate his employment for Good Reason if (A) the Executive provides written notice of such Good Reason to the Company within ninety (90) days of its initial existence, (B) such Good Reason has not been corrected or cured by the Company within thirty (30) days after receipt by the Company of written notice thereof, and (C) thereafter, the Executive provides a Notice of Termination within two years of the initial existence of such Good Reason. For purposes of this Agreement "Good Reason" shall mean any of the following:

                                                                                 i.             the assignment to the Executive by the Company of duties adversely inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to a Change in Control of the Company, a diminution of the Executive's position, duties, responsibilities and status with the Company as in effect immediately prior to a Change in Control of the Company (even if such diminution is solely the result of the Company's ceasing to be a publicly traded entity), or an adverse change in the Executive's titles or offices as in effect immediately prior to a Change in Control of the Company, or any removal of the Executive from or any failure to reelect the Executive to any of such positions, except in connection with the termination of his employment for Disability, Mandatory Retirement or Cause or by the Executive other than for Good Reason;

                                                                               ii.             a reduction by the Company in the Executive's base salary as in effect immediately prior to the time of a Change in Control of the Company or the Company's failure to increase (within 12 months of the Executive's last increase in base salary) the Executive's base salary after a Change in Control of the Company in an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all officers of the Company effected in the preceding twelve (12) months;

                                                                              iii.             any failure by the Company to continue in effect any plan or arrangement, including without limitation benefit and incentive plans, in which the Executive is participating immediately prior to the time of a Change in Control of the Company (hereinafter referred to as "Plans"), unless the Company provides for the Executive to participate in replacement benefit and incentive plans no less favorable in the aggregate than the Plans, or the taking of any action by the Company which would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any such Plan or replacement plan or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately prior to the time of a Change in Control of the Company;

                                                                             iv.             the Executive's relocation to any place more than twenty-five (25) miles from the location at which the Executive performed his duties immediately prior to the time of a Change in Control of the Company, except for required travel by the Executive on the Company's business to an extent substantially consistent with the Executive's business travel obligations immediately prior to the time of a Change in Control of the Company;

                                                                               v.             any failure by the Company to provide the Executive with the number of annual paid vacation days to which the Executive is entitled immediately prior to the time of a Change in Control of the Company;

                                                                             vi.             any material breach by the Company of any provision of this Agreement or any other material agreement with the Executive;

                                                                            vii.             any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or

                                                                          viii.             any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(f), and for purposes of this Agreement, no such purported termination shall be effective.

For purposes of this Section 3(e), any good faith determination of Good Reason made by the Executive shall be conclusive. Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason pursuant to a Notice of Termination given during the 30-day period immediately following the first anniversary of the Change in Control shall be deemed to be a te